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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 15, 2014, Vol. 18, No. 14


                            Headlines

ADAYANA INC: Third Party to Buy Assets of ABG Subsidiary
ALLENS INC: Sec. 341 Creditors' Meeting Set for Jan. 27
ALLENS INC: Eichenbaum Liles Okayed as Committee's Local Counsel
ALLENS INC: Panel Can Retain Teneo Securities as Fin'l Advisor
ALLENS INC: Files Schedules of Assets and Liabilities

AMERICAN AIRLINES: Cantor Gets $135-Mil. in 9/11 Settlement
AMERICAN APPAREL: 1832 Asset Mgt. Stake at 12.9% as of Dec. 31
ASCEND LEARNING: Moody's Raises CFR to B3 & Rates $445MM Loan B3
ATLANTIC AVIATION: Moody's Affirms Ba3 CFR & Rates Term Loan Ba3
ATLANTIC AVIATION: S&P Affirms 'BB-' Rating on Term Loan B

BEAZER HOMES: BlackRock Equity Stake at 10.2% as of Dec. 31
BERNARD L. MADOFF: Supreme Court Wants DOJ Opinion on Suit
BERNARD L. MADOFF: Picower Injunction Upheld in Circuit Court
BERNARD L. MADOFF: JPMorgan's $218M Settlement Wins Initial Nod
BLUEJAY PROPERTIES: BBOK Seeks Stay Relief to Delay Apartment Sale

CAMBRIDGE ACADEMY: Fitch Affirms 'BB-' Rating on $8.3-Mil. Notes
CAPMARK FINANCIAL: 2nd Circ. Won't Revive Fillmore's Loan Dispute
CELANESE US: S&P Affirms 'BB+' Corporate Credit Rating
CHARTER COMMUNICATIONS: Big Adviser Fees if Takeover Bid Succeeds
CHINA MEDIA: HKCMCPA Company Raises Going Concern Doubt

COLERIDGE CORP: Files for Chapter 11 in Tampa
COLERIDGE CORP: Case Summary & 3 Largest Unsecured Creditors
COPHER MOVERS: Auctioned Corporate Stock on Jan. 6
CORNERSTONE HOMES: Files First Amended Reorganization Plan
DEERFIELD RETIREMENT: Files for Chapter 11 With Prepack Plan

DEERFIELD RETIREMENT: Says Patient Care Ombudsman Unnecessary
DEERFIELD RETIREMENT: Seeks to Use Cash Collateral
DESIGNLINE CORP: Court Hears Denver RTD's Bid to Cancel Contract
DETROIT, MI: Pension Funds Push for Expedited Bankruptcy Appeal
DETROIT, MI: Hopes Auto Show Visitors Will See Glimpse of Revival

DREIER LLP: To Name Mickee Hennessy as Mediator
EFS COGEN: S&P Assigns 'BB+' Rating to $825MM Term Loan B Facility
EK SAMPLER: Case Summary & Largest Unsecured Creditor
ENGLOBAL CORP: Offering Additional 1.2 Million Shares Under Plan
ENDEAVOUR INTERNATIONAL: BlackRock Stake at 10.2% as of Dec. 31

FIRST BRONX: Case Summary & 20 Largest Unsecured Creditors
FISKER AUTOMOTIVE: Court Wants Auction; Hybrid Raises Offer
FISKER AUTOMOTIVE: Court Sets Jan. 27 as Claims Bar Date
FISKER AUTOMOTIVE: U.S. Trustee Appoints Seven-Member Committee
FNBH BANCORP: Bank Raises $16.4 Million From Private Placement

FNBH BANCORP: Robert Clemente Held 9.7% Equity Stake at Dec. 11
FRESH N' PURE: Bankruptcy Auction Set for Jan. 28
GARLOCK SEALING: EnPro Shares Jump on Bankruptcy Court Ruling
GOLDKING HOLDINGS: No Creditors' Committee Appointed
GRAPHIC IMPRESSIONS: Case Summary & 20 Top Unsecured Creditors

GREEN FIELD: To Get Examiner in Chapter 11
GSE HOLDINGS: Exploring Sale to Repay Debt
HARLAND CLARKE: Moody's Rates New Sr. Unsecured Notes 'Caa1'
HARLAND CLARKE: S&P Affirms 'B+' CCR & Removes Rating from Watch
HI-TECH HOUSING: Foreclosure Auction Today

HOUSTON REGIONAL: Dismissal Bid Gets Feb. 4 Hearing
HOVNANIAN ENTERPRISES: Unit Completes $150-Mil. Notes Offering
HURLEY MEDICAL: Fitch Holds BB+ Rating on Bonds; Outlook Stable
INDUSTRIAL SERVICES: Posts $2.19-Mil. Net Loss in Sept. 30 Quarter
JAPAN AIRLINES: Another Malfunction in Boeing 787 Battery

LANDAMERICA FINANCIAL: NY Appellate Panel Revives Malpractice Suit
LANDAUER HEALTHCARE: May Use Cash Collateral Until Feb. 1
LANDAUER HEALTHCARE: Court Extends Plan Filing Period to April 14
LANCELOT INVESTORS: Supreme Court Urged to Take Winston Case
LAREDO PETROLEUM: Moody's Rates New $350MM Sr. Unsecured Notes B2

LAREDO PETROLEUM: S&P Rates New $350MM Sr. Unsecured Notes 'B'
LIGHTSQUARED INC: Ergen Called to Defend $1 Billion Debt Deal
LIVEDEAL INC: Kabani and Company Raises Going Concern Doubt
LOEHMANN'S HOLDINGS: Court Rejects Key Employee Incentive Plan
LOEHMANN'S HOLDINGS: Committee Objection at Jan. 16 Cash Hearing

LOEHMANN'S HOLDINGS: US Trustee Names Alan Chapell as Ombudsman
LONG ISLAND COLLEGE HOSPITAL: BHC Revises Proposal
LONGVIEW POWER: Feb. 10 Hearing on Plan Confirmation
LOTHIAN OIL: Supreme Court Rejects Challenge to Bankruptcy Deal
LUCKY PIES: Standard Bank Files Foreclosure Action

M*MODAL INC: Enlists Restructuring Advisers
MILLICOM INTERNATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
MINGUS CONSTUCTORS: Voluntary Chapter 11 Case Summary
MT. LAUREL LODGING: NRB Bid to Reset Valuation Hearing Denied
NEPHROS INC: Plans to Offer 9.1 Million Common Shares

NEW ENGLAND COMPOUNDING: Court Could Take Up Meningitis Deal Soon
NEWMARKET CORP: S&P Raises Corp. Credit Rating From 'BB+'
NEWPAGE CORP: Moody's Rates Proposed $750-Mil. Term Loan 'B2'
NOVAP CORP: Case Summary & 20 Largest Unsecured Creditors
NRG ENERGY: Moody's Rates Sr. Unsec. Notes B1 & Affirms Ba3 CFR

OIL FLATS LEASING: Voluntary Chapter 11 Case Summary
PHARMEDIUM HEALTHCARE: Moody's Assigns 'B3' CFR; Outlook Stable
PLAZA WEST STRIP: Case Summary & 3 Largest Unsecured Creditors
PLY GEM HOLDINGS: To Report $330-Mil. in Sales in 4th Quarter
PLY GEM HOLDINGS: Launches Tender Offers for Outstanding Notes

PLY GEM INDUSTRIES: S&P Affirms 'B' CCR & Rates $380 Sr. Loan 'B+'
QUEEN ELIZABETH: Court Extends Plan Filing Period to Feb. 10
RAM ENTERTAINMENT: Case Summary & Unsecured Creditor
RICEBRAN TECHNOLOGIES: Completes Acquisition of H&N Distribution
RIH ACQUISITIONS: Has Nod to Hire Cole Schotz as Bankr. Counsel

RIH ACQUISITIONS: Duane Morris OK'd as Gaming Regulatory Counsel
RIH ACQUISITIONS: Files Schedules of Assets and Liabilities
RIH ACQUISITIONS: Panel Has Nod to Hire PwC as Financial Advisor
ROVI CORP: Moody's Says New Licensing Agreements Credit Positive
SAVIENT PHARMACEUTICALS: Sale to Crealta Completed

SBARRO LLC: Pizza Chain Taps Restructuring Advisers
SOUTH FLORIDA SOD: Has OK to Borrow $220,000 From Wauchula Bank
SPECIALTY PRODUCTS: Balks at PI Panel's Bid to Hire Lincoln
SPIG INDUSTRY: Hiring of Copeland Firm Referred to Judge Stone
SR REAL: Lenders Call Foley Firm "Architects" of Bad Faith Filing

STEWART ENTERPRISES: S&P Affirms 'BB' Rating on Unsecured Debt
TOPAZ POWER: S&P Assigns 'BB-' Rating on $610MM Term Loan B
TRAINOR GLASS: Liquidation Plan Already Confirmed
VANDER INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable
VERINT SYSTEMS: S&P Retains 'BB-' Rating on First Lien Loan

VILLA MACHINI: Foreclosure Auction Set for Feb. 5
VISCOUNT SYSTEMS: Issues 22.335 Series A Preferred Stock
VISTEON CORP: Moody's Says Johnson Controls Deal Credit Positive
VOLVO CONSTRUCTION: Moody's Assigns 'B2' CFR; Outlook Stable
VYCOR MEDICAL: Completes Initial Closing of Equity Offering

VYCOR MEDICAL: Fountainhead Stake at 60.4% as of Jan. 2
W.M. PUTNAM: Business Sold to Martin Graphics
W.R. GRACE: Seeking $1.55-Billion in Loans for Bankruptcy Exit
W.R. GRACE: Receives Approval to Set Up Qualified Settlement Fund
W.R. GRACE: 21 Employee Claims Disallowed by Bankruptcy Court

W.R. GRACE: Has Addendum to Settlement With Harper Insurance
WAFERGEN BIO-SYSTEMS: Amends 11.3-Mil. Shares Resale Prospectus
WAFERGEN BIO-SYSTEMS: Amends 10.9MM Shares Resale Prospectus
YRC WORLDWIDE: Reviewing Options After Unsuccessful MOU Vote
YRC WORLDWIDE: Inks Confidentiality Agreements with Investors

ZALE CORP: Store Sales Increased 2% During Holidays

* IRS Says It Can Target 'Gap Interest' on Bankrupt Lawyer
* Banks Face New U.S. Moves Against Money Laundering
* Banks Seek to Limit Volcker Rule
* Federal Reserve Said to Probe Banks over Forex Fixing

* Moody's Says US Money Market Funds Boost EU Banking Exposure
* Wall Street Predicts $50B Bill to Settle U.S. Mortgage Suits
* New Mortgage Rules Aim to Protect Home Buyers, Owners
* Senators Start 2014 With More "Too Big to Fail" Criticism

* Trust Fund for Disability Benefits Facing Insolvency
* Warren Sees Yellen Boosting Fed's Oversight of Banks
* Debt Rule Faces Dilution as Regulators Heed Bank Warnings

* CMF Associates Principal Named


                            *********


ADAYANA INC: Third Party to Buy Assets of ABG Subsidiary
--------------------------------------------------------
The Hon. Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Adayana, Inc., and AVX
Learning LLC, which obtained Court approval last month to acquire
the Debtor's assets, to sell certain assets of the Debtor's
subsidiary ABG and related assets.

The Debtor has filed with the Court supplemental papers in
connection with its sale motion, to indicate that a third party
has expressed interest in purchasing assets of ABG, an Adayana
Company Inc., and certain related assets of the Debtor but not the
Debtor's stock in the ABG subsidiary.  The third party has
performed due diligence under the sale motion but did not submit a
bid for the assets for sale.

According to the Debtor, its estate is not affected by the change,
and was partially contemplated by the approved purchase agreement
with AVX -- which permitted AVX to assign its rights to purchase.
The credit bid by AVX is unchanged and no creditor of the estate
will be prejudiced by this change in structure.

As reported in the Troubled Company Reporter on Dec. 19, 2013,
the Court authorized the Debtor to sell substantially all of its
assets to AVX pursuant to an acquisition agreement; and to assume
and assign unexpired leases.  AVX agreed to purchase the assets
for an amount equal to $5,000,000, in the form of credit bid, in
connection with which a portion of the prepetition loan
obligations in such amount will be assumed and restated as new
notes in the principal amount owing by purchaser to the existing
lender; plus the assumption at the closing by the purchaser of the
assumed liabilities from the seller.  A copy of the terms of the
sale to AVX is available for free at:

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

                        About Adayana, Inc.

Adayana, Inc., is a holding company, incorporated under the laws
of the state of Minnesota.  Its primary assets are its equity
ownership interests in two separate operating companies, ABG, an
Adayana Company, and Vertex Solutions, Inc., one of which is
headquartered in Indianapolis, and the other in Virginia.  Both
operating companies are in the "human capital" business, providing
an array of technology-based consulting and training services.

Adayana valued the subsidiaries' stock at $8 million to
$12 million as of March 31, 2013.  It also owns personal
property with book value of $949,280.

Adayana, along with its two subsidiaries, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
13-10919) on Oct. 14, 2013.

The Debtors are represented by Michael P. O'Neil, Esq., at Taft
Stettinius & Hollister LLP, in Indianapolis, Indiana.

Nancy J. Gargula, the United States Trustee for Region 10, said
that an official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Adayana, Inc.


ALLENS INC: Sec. 341 Creditors' Meeting Set for Jan. 27
-------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant
to 11 U.S.C. 341(a) in the Chapter 11 case of Allens, Inc. on
Jan. 27, 2012, at 12:00 p.m.  The meeting will be held at U.S.
Federal Building, 35 E. Mountain St., 4th Floor, Room 416,
Fayetteville, AR 72701.

                           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&M serve as assistant CROs.

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

The Official Committee of Unsecured Creditors 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.


ALLENS INC: Eichenbaum Liles Okayed as Committee's Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allens, Inc. and
All Veg, LLC, sought and obtained authorization from the U.S.
Bankruptcy Court for the Western District of Arkansas to retain
Eichenbaum Liles P.A. as local counsel to the Committee, nunc pro
tunc to Nov. 14, 2013.

The Committee requires the assistance of local counsel so as to
enable the Committee to perform properly its necessary functions
and to protect the Committee's interests herein.

Martha Jett McAlister's hourly rate is $225.  Much of the work not
requiring attention of senior counsel will be handed by an
associate of the firm, Alicia Austin Smith, at an hourly rate of
$165.

Eichenbaum Liles will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Martha Jett McAlister, shareholder of Eichenbaum Liles, 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.

                           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&M serve as assistant CROs.

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

The Official Committee of Unsecured Creditors 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.


ALLENS INC: Panel Can Retain Teneo Securities as Fin'l Advisor
--------------------------------------------------------------
Allens, Inc. sought and obtained approval from the U.S. Bankruptcy
Court to retain Teneo Securities, LLC as its financial advisor.

Brent Williams, a Managing Director at Teneo, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                           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&M serve as assistant CROs.

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

The Official Committee of Unsecured Creditors 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.


ALLENS INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Allens, Inc., has delivered to the Bankruptcy Court for the
Western District of Arkansas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            ------------     -----------
  A. Real Property               Undetermined
  B. Personal Property           $294,465,233
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $178,110,198
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,177,292
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $108,657,676
                                 ------------    ------------
        TOTAL                    $294,465,233    $287,945,167

                           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&M serve as assistant CROs.

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

The Official Committee of Unsecured Creditors 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.


AMERICAN AIRLINES: Cantor Gets $135-Mil. in 9/11 Settlement
-----------------------------------------------------------
Bloomberg News related that Judge Alvin K. Hellerstein of the U.S.
District Court for the Southern District of New York approved the
$135 million settlement resolving Cantor Fitzgerald LP's claims
American Airlines was negligent in the Sept. 11, 2001, terrorist
attack that killed 658 of the firm's workers.

As previously reported by The Troubled Company Reporter, the
settlement was among Cantor Fitzgerald, American Airlines, and the
carrier's insurers.  In the lawsuit, the New York-based firm
sought $945 million.  However, a 2011 ruling in favor of American
Airlines limited Cantor to seeking damages for business
interruption and barred it from seeking damages for the deaths of
its employees.

"The settlement is "fair and reasonable," Judge Hellerstein said,
Bloomberg related.  A case like Cantor's has "never been
encountered before in American court," the judge said.

                     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.


AMERICAN APPAREL: 1832 Asset Mgt. Stake at 12.9% as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, 1832 Asset Management L.P. (formerly GCIC Ltd.),
disclosed that as of Dec. 31, 2013, it beneficially owned
14,253,266 common shares of American Apparel, Inc., representing
12.9 percent (undiluted) of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/VXmgtl

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


ASCEND LEARNING: Moody's Raises CFR to B3 & Rates $445MM Loan B3
----------------------------------------------------------------
Moody's Investors Service raised the corporate family rating
("CFR") of Ascend Learning, LLC to B3 from Caa1. Concurrently,
Moody's assigned B3 ratings to the company's proposed first lien
senior secured credit agreement, consisting of a $40 million
revolving credit facility due 2019 and a $405 million term loan
due 2019. In addition, Moody's affirmed the company's Caa1-PD
probability of default rating (PDR") and changed the ratings
outlook to stable from negative.

Ascend will primarily use proceeds from the proposed first lien
bank debt to refinance the existing first lien bank credit
facility and second lien term loan. The financing is expected to
close by the end of January 2014. The assigned ratings are subject
to review of final documentation.

The upgrade of the CFR to B3 reflects the company's progress in
strengthening operating performance and cash flow generation
trends, which has resulted in improved credit metrics. The upgrade
also incorporates the company's stronger liquidity profile,
characterized by Moody's expectations of positive free cash flow
generation, maintenance of adequate balance sheet cash and minimal
revolver usage over the near to medium term. The proposed
transaction increases the company's financial flexibility by
providing ample cushion under proposed covenants and extending the
debt maturity profile.

The change in Ascend's rating outlook to stable from negative
primarily reflects the company's aforementioned improvement in
liquidity arising from its demonstrated ability to improve free
cash flow generation, as well as ample cushion under the proposed
leverage ratio covenant over the next 12 to 18 months. The change
in outlook to stable also incorporates Moody's view that key
credit metrics will remain in-line with the B3 CFR over this time
period.

The following summarizes the rating activity:

Rating upgraded:

  Corporate family rating to B3 from Caa1

Rating affirmed:

  Probability of default rating at Caa1-PD

Ratings assigned:

  Proposed $40 million senior secured revolving credit facility
  due 2019 at B3 (LGD3, 33%)

  Proposed $405 million senior secured term loan due 2019 at B3
  (LGD3, 33%)

Ratings to be withdrawn at transaction closing:

  $40 million first lien senior secured revolving credit facility
  due 2015 at B3 (LGD3, 40%)

  $322.5 million first lien senior secured term loan due 2017 at
  B3 (LGD3, 40%)

  $75 million second lien senior secured term loan due 2017 at
  Caa3 (LGD6, 90%)

Ratings Rationale

Ascend's B3 corporate family rating reflects its high financial
leverage, material albeit diminishing revenue pressures in major
business segments, weak interest coverage, and high capital
spending requirements that constrain free cash flow generation.
The rating also captures the company's relatively small scale,
persistently high funded debt levels which remain well in excess
of revenues, and track record of aggressive financial policies
given its history of dividends and acquisitions. Ascend's high
leverage reduces its financial flexibility as well as ability to
withstand changes to the competitive environment. Notwithstanding
these concerns, the rating predominantly derives support by the
company's demonstrated ability to strengthen operating
performance, liquidity and cash flow generation trends. The rating
favorably considers Ascend's primary focus on providing learning
solutions for healthcare related fields, which are projected to
experience higher than average employment growth over the next few
years. The rating is also supported by the company's established
position within its niche verticals, good operating margins, the
subscription like-nature of its revenues, and the diversity of its
customer base.

The stable outlook reflects Moody's expectation that management
will continue to implement operational and financial strategies
that solidify recent performance improvements. The outlook also
incorporates Moody's view that Ascend will maintain a good
liquidity profile and key credit metrics will remain in-line with
the B3 CFR.

While a ratings upgrade is unlikely in the near-term, Moody's
could consider an upgrade if the company demonstrates significant
top line growth, generates consistently positive free cash flow
and maintains a conservative financial policy with regards to
shareholder enhancement initiatives. Quantitatively, ratings could
be upgraded if debt to EBITDA (Moody's adjusted) sustainably
approaches 5.0 times through a combination of earnings growth and
debt reduction, EBITDA less CapEx to interest exceeds 1.75 times,
and free cash flow is in the high single-digit range as a
percentage of debt.

Moody's could downgrade the ratings if sustained declines in
revenues or EBITDA causes debt to EBITDA to approach 7.0 times or
if the company's liquidity situation deteriorates, demonstrated by
reduced cushion under financial covenants, depleting cash balances
or operating cash flow declines. Ratings could also be downgraded
should the company's financial policy become aggressive in regards
to shareholder enhancement initiatives.

Headquartered in Burlington, Massachusetts, Ascend Learning, LLC
provides technology-based learning solutions and educational
content for healthcare and other vocational fields.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


ATLANTIC AVIATION: Moody's Affirms Ba3 CFR & Rates Term Loan Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the planned
$100 million incremental term loan of Atlantic Aviation FBO, Inc..
Concurrently, all ratings, including the Corporate Family Rating
of Ba3, have been affirmed. The rating outlook is stable. The term
loan's proceeds will help fund Atlantic's planned $195 million
acquisition of Galaxy Aviation, which includes four fixed base
operations (FBOs) in Florida and one in Colorado. The acquisition-
related debt will be supplemented by approximately $125 million to
be contributed from Atlantic's parent company, Macquarie
Infrastructure LLC.

Ratings Assigned:

$100 million first lien term loan B due 2020, Ba3, LGD3, 34%

Ratings affirmed:

Corporate Family, Ba3

Probability of Default, B1-PD

$70 million first lien revolver due 2018, Ba3, LGD3, 34%

$515 million first lien term loan B due 2020, Ba3, LGD3, 34%

Speculative Grade Liquidity, SGL-3

Rating Outlook:

Continued at Stable

Ratings Rationale

The affirmation of the Ba3 CFR reflects Moody's expectations that
while the credit metrics are elevated following the pending
transaction, they should moderate across 2014 as a favorable
operating environment raises earnings. Further, the acquisition
provides access to the Florida general aviation market, which
fills a significant void in the company's footprint. Moody's also
expects the company's expansion spending pace should ebb. Pro
forma for the Galaxy transaction debt to EBITDA on a Moody's
adjusted basis will be just under 5x, high for the Ba3 CFR (just
over 4x excluding Moody's operating lease adjustment). The pace of
reduction in financial leverage will be limited by the continued
passing of dividends to MIC. Nonetheless, the U.S. general
aviation activity level has risen in 2013 and will likely continue
doing so over 2014, which should help Atlantic sustain the growth
in fuel volume and margin experienced across the first nine months
of 2013. The rating anticipates revenue and cost synergies from
the transaction which should supplement the strengthening business
environment, helping reduce debt to EBITDA to below 4.5x by the
end of 2014.

The Ba3 CFR further acknowledges Atlantic's geographically broad
and mature network that possesses barriers to entry, including
long-term lease arrangements with local airport authorities
(currently averages just under 20 years). Many of its locations
enjoy sole FBO provider or single competitor status on their
respective airfields which favors the company's margin prospects.
Although dividend payments will inhibit financial de-levering the
potential to de-lever rapidly from strong operational cash flow
generation exists and the company's parent has clearly
demonstrated willingness to downstream capital for growth.

The Speculative Grade Liquidity rating of SGL-3 denotes an
adequate liquidity profile. Although the free cash flow generation
potential of the business is high -- well exceeding the annual
maintenance capital spending need and scheduled debt
Amortization -- expected payout of surplus operational cash flow
to MIC represents a constraint. The profile is helped by the
company's $70 million revolving credit line under which
utilization neither exists nor is expected, and the line does not
expire not until 2018. Likelihood of good headroom under the
facility's financial ratio covenants also adds support.

The stable rating outlook reflects expectation of debt to EBITDA
improving to the mid 4x range across 2014 with EBIT to interest of
about 2.5x.

Upward rating momentum, unlikely near-term, would depend on
expectation of debt to EBITDA declining to around 3x, with free
cash flow to debt of 10% or higher and good liquidity. Downward
rating pressure would mount if debt to EBITDA of 4.5x or less
seems unlikely by early 2015, if the anticipated slow down in
expansion spending fails to materialize, or if adequacy of the
liquidity profile lessens.

Atlantic Aviation, headquartered in Plano, Texas, operates FBO's
at 63 (excluding Galaxy Aviation assets) general aviation airports
in the US providing fueling and fuel related services, aircraft
parking, and hangar services to owners/operators of jet aircraft,
primarily in the general aviation sector of the air transportation
industry, but also commercial, military, freight and government
aviation customers. 2013 full-year revenue is expected to exceed
$700 million.

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 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.


ATLANTIC AVIATION: S&P Affirms 'BB-' Rating on Term Loan B
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue rating
on Atlantic Aviation FBO Inc.'s term loan B, which the company is
increasing to $615 million from $515 million.  The company's
$70 million revolver is not being modified and remains unaffected.
The '3' recovery ratings on both facilities are unchanged and
indicate S&P's expectation of meaningful (50%-70%) recovery in the
event of payment default.

Atlantic Aviation plans to purchase substantially all of Galaxy
Aviation Corp.'s assets for $195 million.  The company will fund
the acquisition with a combination of cash, proceeds from a
$123 million equity offering at its parent, Macquarie
Infrastructure Co. LLC, and $100 million in incremental debt.
Atlantic Aviation expects the acquisition to close during the next
few months.

As S&P had announced on Dec. 13, 2013, its corporate credit rating
and rating outlook on Atlantic Aviation were not affected by this
acquisition, since it will not result in a significant change to
the company's financial risk or business risk profile.  S&P do not
expect the pro forma leverage to deviate beyond its current
expectation of debt to EBITDA of about 4x-4.5x in 2014, since the
company is financing a significant portion of the purchase price
using the proceeds from equity its parent had issued.  Atlantic
Aviation's acquisition of Galaxy Aviation will result in the
addition of four fixed-base operators in Florida--a high-volume
market where the company currently does not have a presence--and
one facility in Colorado. Although this will somewhat improve
Atlantic Aviation's geographic diversity, S&P do not consider the
earnings from the acquisition significant enough to affect its
overall business risk assessment of the company.

RATINGS LIST

Atlantic Aviation FBO Inc.
Corporate Credit Rating          BB-/Stable/--

Rating Affirmed

Atlantic Aviation FBO Inc.
$615 million* term loan B       BB-
Recovery Rating                 3

* Upsized amount.


BEAZER HOMES: BlackRock Equity Stake at 10.2% as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 2,591,509 shares of common
stock of Beazer Homes USA Inc. representing 10.2 percent of the
shares outstanding.  BlackRock previously reported beneficial
ownership of 1,370,294 common shares or 5.55 percent equity stake
as of Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/6ITlZ2

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $33.86 million for the year
ended Sept. 30, 2013, a net loss of $145.32 million for the year
ended Sept. 30, 2012 and a net loss of $204.85 million for the
year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.98
billion in total assets, $1.74 billion in total liabilities and
$240.55 million in total stockholders' equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BERNARD L. MADOFF: Supreme Court Wants DOJ Opinion on Suit
----------------------------------------------------------
The U.S. Supreme Court, in its weekly order list, invited the U.S.
Solicitor General to file a brief expressing the views of the
United States regarding the question on whether Irving H. Picard,
the bankruptcy trustee for Bernard L. Madoff's investment group,
can pursue cases seeking billions of dollars in damages from
JPMorgan Chase & Co. and other banks.

Mr. Picard has alleged that JPMorgan and other banks facilitated
Madoff's Ponzi scheme.  Mr. Picard also named HSBC Holdings Plc,
UBS AG, and UniCredit SpA in his lawsuit, which alleged that the
banks kept quiet while having reason to believe there was fraud
committed by the Madoff group, Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported.  A federal judge dismissed
Mr. Picard's lawsuits, ruling that he is barred from suing or
didn't have the right to sue based on claims that belong to
customers.  The appeals court upheld the dismissal.

According to Mr. Rochelle, the Solicitor General, the arm of the
Justice Department that appears for the government in the Supreme
Court, will need several weeks to file papers.  By then, it will
be too late for the case to be heard before the end of the term in
June even if the Supreme Court decides to allow an appeal, he
said.  If there is an appeal, it likely would be argued in the
last quarter of 2014, with no decision until 2015, Mr. Rochelle
noted.

As previously reported by The Troubled Company Reporter, JPMorgan
has reached a settlement with the Madoff trustee under which the
bank will pay $543 million to the trustee and others who were
defrauded in the Ponzi scheme, in addition to the bank's civil
forfeiture of $1.7 billion to the U.S.  Mr. Rochelle said if the
JPMorgan settlement is approved at a hearing in February, Mr.
Picard will drop the appeal as to JPMorgan.  The appeal will go
ahead as to the other banks, Mr. Rochelle added.

The Supreme Court case is PICARD, IRVING H. V. JPMORGAN CHASE &
CO., ET AL., 13-448, U.S. Supreme Court (Washington).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Picower Injunction Upheld in Circuit Court
-------------------------------------------------------------
A three-judge panel in the U.S. Court of Appeals for the Second
Circuit on Jan. 14, 2014, affirmed a ruling by the U.S. District
Court for the Southern District of New York enjoining state law
tort actions brought by two of Bernard L. Madoff's defrauded
"investors" against the estate of Jeffry M. Picower, one of
Madoff's alleged co-conspirators.

The Circuit Court considered two questions: (1) whether the U.S.
Bankruptcy Court for the Southern District of New York, which
oversees the liquidation of Bernard L. Madoff Investment
Securities Inc. had the authority under the Bankruptcy Code to
enjoin the appellants' actions as "derivative" of adversary
proceedings brought by Irving Picard, as trustee for the BLMIS
estate, against the Picower defendants; and, if indeed authorized
by the Bankruptcy Code, (2) whether the exercise of that authority
transgressed the limitations imposed by Article III of the United
States Constitution.

The Circuit Court concluded that the Appellants' complaints
impermissibly attempt to "plead around" the Bankruptcy Court's
injunction barring all claims "derivative" of those asserted by
the Trustee.  Although the Appellants seek damages that are not
recoverable in an avoidance action, their complaints allege
nothing more than steps necessary to effect the Picower
defendants' fraudulent withdrawals of money from BLMIS, instead of
"particularized" conduct directed at BLMIS customers, the Circuit
Court ruled.

The Circuit Court also concluded that the Bankruptcy Court
operated within the confines of Article III of the United States
Constitution, as recently interpreted by the Supreme Court in
Stern v. Marshall, 131 S. Ct. 2594 (2011).  Accordingly, the
Circuit Court held that the Bankruptcy Court did not exceed the
bounds of its authority under the Bankruptcy Code or run afoul of
Article III.

The Circuit Court noted that it affirms the District Court's
decision without prejudice to the Appellants seeking leave to
amend their complaints as "there is conceivably some
particularized conspiracy claim the Appellants could assert that
would not be derivative of those asserted by the Trustee."  The
Circuit Court, however, said that question is not properly before
it, and is a question in the first instance for the United States
District Court for the Southern District of Florida.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that largest single recovery by Mr. Picard was a $7.2
billion settlement with the Picower estate.  In settlement,
Picower's estate gave $5 billion to Picard and $2.2 billion as a
forfeiture to the U.S government.  The settlement was contingent
on an injunction barring Madoff victims from suing Picower's
estate.

The appellate case is SUSANNE STONE MARSHALL, individually and to
the extent she purports to represent a class of those similarly
situated, ADELE FOX, individually and to the extent she purports
to represent a class of those similarly situated, Claimants-
Appellants, v. IRVING H. PICARD, Trustee for the Liquidation of
Bernard L. Madoff Investment Securities LLC, Appellee, SECURITIES
INVESTOR PROTECTION CORPORATION, Intervenor, Nos. 12-1645-bk(L),
12-1646-bk(CON), 12-1651-bk(CON), 12-1669-bk(CON), 12-1703-
bk(CON)(2d. Cir.).  A full-text copy of the Decision penned by
Judge Jose A. Cabranes is available at:

         http://bankrupt.com/misc/MADOFF2dCir0114.pdf

Helen Davis Chaitman, Esq. -- hchaitman@bplegal.com -- and Peter
W. Smith, Esq. -- psmith@becker-poliakoff.com -- at Becker &
Poliakoff, LLP, in New York, for Claimant-Appellant Susanne Stone
Marshall.

Lisa S. Blatt, Esq. -- Lisa.Blatt@aporter.com -- Michael L.
Bernstein, Esq. -- Michael.Bernstein@aporter.com -- and Charles A.
Malloy, Esq. -- Charles.Malloy@aporter.com -- at Arnold & Porter
LLP, in Washington, DC; and James W. Beasley, Jr., Esq. --
beasley@beasleylaw.net -- and Joseph G. Galardi, Esq. --
galardi@beasleylaw.net -- at Beasley Hauser Kramer & Galardi,
P.A., in West Palm Beach, Florida, for Claimant-Appellant Adele
Fox.

David J. Sheehan, Esq. -- dsheehan@bakerlaw.com -- Deborah H.
Renner, Esq. -- drenner@bakerlaw.com -- Tracy L. Cole, Esq. --
tcole@bakerlaw.com -- Keith R. Murphy, Esq. --
kmurphy@bakerlaw.com -- and Thomas D. Warren, Esq. --
twarren@bakerlaw.com -- at Baker & Hostetler LLP, in New York, for
Appellee.

Josephine Wang, General Counsel, Kevin H. Bell, Senior Associate
General Counsel for Dispute Resolution, Lauren Attard, Assistant
General Counsel, Securities Investor Protection Corporation,
Washington, DC, for Intervenor.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: JPMorgan's $218M Settlement Wins Initial Nod
---------------------------------------------------------------
Law360 reported that JPMorgan Chase & Co. will pay $218 million --
a fraction of the claimed damages -- to settle a putative class
action brought by investors who lost millions in the Bernard
Madoff scandal, according to a settlement that garnered a New York
federal judge's preliminary approval on Jan. 10.

According to the report, U.S. District Judge Colleen McMahon
granted preliminary approval to the deal, which is part of a
package of separately negotiated deals to repay the victims of
Madoff's Ponzi scheme.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BLUEJAY PROPERTIES: BBOK Seeks Stay Relief to Delay Apartment Sale
------------------------------------------------------------------
Bankers' Bank of Kansas, N.A., filed a motion for relief from
automatic stay so that it may pursue foreclosure in state court,
wherein the state court will determine priorities prior to a sale
of Bluejay Properties, LLC's apartment complex in Junction City.
In the alternative, BBOK seeks for the dismissal of the Debtor's
bankruptcy case or for the appointment of a Chapter 11 trustee.

BBOK has submitted its claim which supported the aggregate
principal amount of the obligation owed to BBOK by the Debtor was
approximately $13.08 million, plus interest accrued and accruing
thereon, together with all costs, fees and other charges not
included in the amount, including any fees, costs and other
charges allowable.  BBOK's claim is secured by first priority,
valid, binding, perfected and enforceable liens and security
interests on the Debtor's single asset, together with all rents,
cash and other non-cash proceeds thereof.

The Court previously ordered the Debtor to make payments to BBOK
in the amount of $70,650, with such amounts to be applied to
principal.  Following application of those payments, the current
principal balance on the note is approximately $12.20 million and
the current payoff at the contract rate is approximately
$13.25 million.  No further payments or reductions on the claimed
amount due to BBOK were made.

The Debtor previously presented to the Court a sales contract for
the Apartment Complex, for the purchase price of $16,945,000.
That contract was approved, but later terminated after it failed
to close.

Arthur S. Chalmers, Esq., at Hite, Fanning & Honeyman L.L.P., the
attorney for BBOK, said in a Dec. 17 court filing that the Debtor
has been unable to obtain a qualified buyer for the Apartment
Complex for an amount in excess of $10.20 million, and the Debtor
intends to present to the Court a motion to approve sale at that
price, free and clear of BBOK's lien.  BBOK contends that the
$10.20 million sale price is substantially below the Apartment
Complex's true market value.  BBOK maintains that the property
could continue to be operated, generating positive income, and
sold better market conditions for potentially millions more than
the Debtor's proposed price.  BBOK is willing to credit bid its
position with this expectation.

"The Debtor has solicited bids and now, upon information and
belief, desires to sell the property for less than the secured
claim of BBOK, and the Court and KVB have indicated their desires
to see the property sold, even at the solicited prices," Mr.
Chalmers stated.

On Jan. 6, 2014, the Debtor filed a response to BBOK's motion,
claiming that BBOK's central argument is to fault the Debtor for a
loss in value in the most significant asset the Debtor holds, the
apartment complex known as Quinton Point.  BBOK, according to the
Debtor, does not explain why, and provides no evidence to support
the argument.  "The matter was heard by the Court on Oct. 16,
2013, and it was then determined that unforeseeable change in
occupancy and financial markets negatively impacted the value of
Debtor's apartment complex.  There was no evidence offered of
mismanagement or bad business practices that caused the loss in
value," the Debtor said.

The Debtor stated, "BBOK contends that the property is worth more
than the current offer.  The Debtor does not doubt that is the
case.  However, if that is the case this would lend itself in some
respects to either taking actions separately to bid on the
property or to work with the Debtor to attempt to resolve these
issues as quickly as possible so as to allow the credit bid to go
forward."  The Debtor claims that BBOK's motion reveals that the
true agenda of BBOK is to control the real estate asset before a
determination of the validity of its claim.

In a filing dated Jan. 6, 2014, interested party Larking
Excavating, Inc., said that BBOK's motion is generally a correct
recitation of laws that find no application to the facts also
generally correct, and that it is an exercise in futility except
for the limited purpose of staying a sale of the apartments.

On Jan. 6, 2014, Kaw Valley Bank filed its own response to BBOK's
motion, saying that BBOK has not met its burden to establish the
validity and enforceability of its claim, its actions are intended
to thwart the efficient administration of the bankruptcy estate
assets, and BBOK fails to disclose a significant fact bearing
directly on the relief BBOK seeks, as well as the administration
of the case.  "That fact is the existence of a tolling agreement
secretly entered into between BBOK and University National Bank
dated April 8, 2013, which was not revealed until the deposition
of BBOK's president on Nov. 26, 2013," KVB stated.

         STEVENS & BRAND, L.L.P.
         Patricia E. Hamilton, Esq.
         Bradley R. Finkeldei, Esq.
         917 S.W. Topeka Boulevard
         Topeka, Kansas 66612
         Tel: (785) 408-8000
         Fax: (785) 408-8003
         E-mail: phamilton@stevensbrand.com
                 bradfink@stevensbrand.com

Larkin Excavating is represented by:

         SWINNEN & ASSOCIATES, LLC
         Benoit M.J. Swinnen, Esq.
         921 SW Topeka Boulevard
         Topeka, Kansas 66612
         Tel: (785) 272-4878
         Fax: (785) 783-7063
         E-mail: ben@swinnenlaw.com

BBOK is represented by:

         HITE, FANNING & HONEYMAN L.L.P.
         Arthur S. Chalmers, Esq.
         Scott M. Hill, Esq.
         100 North Broadway, Suite 950
         Wichita, KS 67202
         Tel: (316) 265-7741
         Fax: (316) 267-7803
         E-mail: chalmers@hitefanning.com
                 hill@hitefanning.com

                     About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., and Kathryn E. Sheedy, Esq., at Stumbo
Hanson LLP, in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


CAMBRIDGE ACADEMY: Fitch Affirms 'BB-' Rating on $8.3-Mil. Notes
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on $8.3 million
charter school revenue bonds, series 2010, issued by the
Industrial Development Authority of the County of Pima, Arizona.
The bonds were issued on behalf of Cambridge Academy East (CAE).
The Rating Outlook is Stable

The bonds are a general obligation of CAE and secured by a first
mortgage on the financed facilities.  The trustee receives
payments directly from the state to cover debt service.

IMPROVING OPERATIONS: CAE's fiscal 2013 operating margin remained
negative at 5.3% but improved over fiscal 2012.  Transaction
maximum annual debt service (TMADS) coverage from operations also
improved to 1.1x reflecting reduced cash operating expenses and
additional revenue from improved state funding.  These
improvements continue to be offset substantially by a history of
negative margins from debt inception, high leverage ratios and
governance structure, which do not meet Fitch's investment grade
criteria.

ENROLLMENT CONCERNS: CAE's East Mesa (Mesa) and Queen Creek (QC)
campuses have experienced lower enrollment due to a recent
decision to cease offering higher grade levels (7th and 8th
grades) at Mesa and increased competition within the QC service
area.  This recent decline in headcount at CAE stresses the need
to sustain a pipeline of demand and focus on academic performance.

GOVERNANCE STRUCTURE LACKS INDEPENDENCE: While generally
effective, CAE's management team and board maintain multiple
inter-related business and familial ties, in marked contrast with
Fitch's investment grade criteria preference for a fully
independent board.

DEBT MANAGEABILITY: CAE's high debt burden is reflected by TMADS
consuming 18.3% of operating revenues.  The school's fiscal year
(FY) 2013 debt to net income, which measures the number of years
of cash flow necessary to repay outstanding principal, improved to
11.1 years (from 17.9 in 2012) and TMADS coverage grew to 1.1x
(from 0.8x in fiscal 2012).  These metrics indicate increasing
debt manageability as operations balance over time.

CONTINUED FISCAL IMBALANCE: A continued trend of negative margins,
increased enrollment pressure from competition and declining
ability to service debt with income from operations could
negatively pressure the rating.

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

CAE is an educational establishment serving grades K-8, founded by
a family of educators.  Originally chartered in 2002, CAE is in
year 12 of its 15-year charter.  CAE began operations in 1999 and
currently operates two campuses, Mesa currently serving grades K-6
and QC currently serving grades K-8, both situated in Maricopa
County, AZ.  An intercept mechanism for state fund disbursements
to the school diverts funds first to the trustee for debt service
before releasing monies for operations.

CAE's operations have generated three consecutive years of
negative margins.  CAE's fiscal 2013 results improved to negative
5.3% from a previously weaker negative 12.1% margin.  Reduced
overall expenses, higher funding levels and growing enrollment
helped to improve operating performance.  Increasing expense
components, namely depreciation and interest for debt service will
require CAE to be vigilant in monitoring other expenses that are
incurred in the course of operations.

School operations provide limited support for debt service and
while fiscal 2013 net income covered TMADS 1.1x, net income for
the past two years has been insufficient to cover DS.  Fitch also
expects that over time, CAE's operations will reflect enrollment
at full capacity and operating revenues that are in excess of
recurring expenditures.  Nonetheless, CAE will likely remain at
its current rating level until operations stabilize and breakeven
to slightly positive margins are derived on a consistent basis.
Conversely, should operations decline, there will be negative
rating pressure.

Headcount for CAE declined from the previous year.  The estimated
headcount for fall 2012 was 587 students, up from 548 in fall of
2011, however, fall 2013 figures preliminarily (558 students)
indicate an almost 5% decline in counts.  The Mesa campus ceased
offering grades 7 and 8 but intends to add sections to their 4th
and 5th grades.  Enrollment dropped from 262 to 246 from fall 2012
to 2013.  The QC campus estimated to have 325 students for fall of
2012 has enrolled 312 students to date.  The QC service area is
growing and the presence of new traditional charter schools has
increased competition for students going forward.  Fitch notes
that the schools have not completed their 100 day average daily
membership counts and there may be less of a drop in enrollment
than noted at this time.

CAE's enrollment going forward is expected to be improved by
additional 4th and 5th grade sections at the Mesa campus.  A
concerted effort to retain and market to students in the QC
service area should augment QC student counts in the coming year.
In addition to public school districts in the state, actively
authorizing and converting current district schools to charters,
Fitch acknowledges that the QC campus is subject to competition
from incoming traditional charter school operators.  However, it
is too early in the process to determine the impact on CAE's
enrollment.  CAE has typically competed for students with
traditional charter schools and additional competition from
district charters could prove a hindrance however, Fitch expects
CAE to continue to grow, albeit, at a slower pace than originally
anticipated.

CAE's limited balance sheet resources declined further as a result
of operating deficits.  Available funds, totaling $237,000 in
fiscal 2013 constituted a still meager 6.2% of annual operating
expenses ($3.8 million) and 2.8% of total outstanding debt ($8.3
million).  Charter schools typically have low levels of financial
flexibility and the ability to grow unrestricted liquidity is
constrained due to negative or very thin margins.

Outstanding debt for CAE consists mainly of long-term debt
incurred via the 2010 financing (approximately $8.3 million) and
capital leases related to land utilized for modular classrooms for
the QC campus.  The current debt burden is high at 19.1% of
unrestricted operating revenue but will level out over time. CAE's
TMADS requirement, equal to $1.32 million (2035) less the debt
service reserve ($660 thousand) corresponds to an 18.3% debt
burden.  Net available revenues from operations produced 1.1x
TMADS coverage for 2013.

Fitch has historically acknowledged CAE's highly interconnected
board and administration structure as less than ideal.  Close ties
maintained between the board, senior management and the founding
family of CAE, constitute a governance structure inconsistent with
the demonstrated independence required for higher ratings from
Fitch.


CAPMARK FINANCIAL: 2nd Circ. Won't Revive Fillmore's Loan Dispute
-----------------------------------------------------------------
Law360 reported that the Second Circuit on Jan. 9 refused to
reopen six claims brought by a unit of Fillmore Capital Partners
LLC alleging formerly bankrupt Capmark Financial Group Inc.
wrongfully induced a Miami mall and hotel complex to default on a
$220 million loan.

According to the report, the federal appeals court affirmed the
March 2013 decision of a New York state court, which said Fillmore
East BS Finance Subsidiary LLC's claims did not sufficiently show
that Capmark Finance should be considered an "alter ego" of
Capmark Bank.

As previously reported by The Troubled Company Reporter, a
Delaware bankruptcy judge ruled on Sept. 23 that Capmark's
confirmed Chapter 11 plan discharged a breach of contract claim
filed in New York state court by one of Fillmore's units over a
loan secured by a mall and hotel complex.

U.S. Bankruptcy Judge Christopher S. Sontchi granted Capmark's
request to enforce the plan confirmation and direct Fillmore East
BS Finance Subsidiary LLC to drop its case in New York alleging
Capmark wrongfully induced a borrower to default on the loan.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CELANESE US: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Celanese US Holdings LLC and its
subsidiary, CNA Holdings Inc.  S&P also affirmed its 'BBB' issue-
level ratings on the company's senior secured debt obligations and
'BB+' ratings on its unsecured notes.  S&P is maintaining its '1'
recovery rating on the senior secured debt, indicating its
expectation of a very high (90% to 100%) recovery in the event of
payment default.  S&P is revising its recovery rating on the
senior unsecured notes to '3' from '4', indicating its expectation
of meaningful (50% to 70%) recovery in the event of payment
default.

"The affirmation reflects our view that Celanese's company-
specific productivity and operating efficiency initiatives will
enable it to maintain credit measures appropriate for the 'BB+'
corporate credit rating," said Standard & Poor's credit analyst
James Siahann.

The company's strong liquidity, highlighted by over $1.1 billion
of cash and short-term investments, should, if necessary, provide
sufficient flexibility for capital outlays pertaining to
initiatives involving industrial ethanol and fuel ethanol, and
could be a potential funding source for acquisitions.  While S&P
don't expect much in the form of voluntary pre-payments of debt,
it believes management's financial policies are sound, given the
surplus cash and reasonable outlays for shareholder rewards.

The ratings on Celanese US Holdings LLC, a subsidiary of Celanese
Corp., reflect S&P's assessment of the company's business risk
profile as "satisfactory" and a financial risk profile it views as
"significant".  The company is a leading global producer of
diverse commodity and manufacturing chemicals in a cyclical and
highly competitive industry.  However, the relative stability of
operating profits reflects the strength of Celanese's competitive
positions.  Solid internal funds generation enhances the company's
flexibility to make bolt-on acquisitions and capital investments
to achieve growth.


CHARTER COMMUNICATIONS: Big Adviser Fees if Takeover Bid Succeeds
-----------------------------------------------------------------
Michael J. De la Merced, writing for The New York Times' DealBook,
reported that advisers stand to reap big fees if Charter
Communications succeeds in its takeover campaign for Time Warner
Cable.

The report pointed out that, according to estimates from Freeman &
Company, at the current bid valued at $61.3 billion, Charter's
investment banks could earn $80 million to $100 million, which
amount would be split among the advisers, which include Goldman
Sachs, LionTree Advisors and Guggenheim Partners, and lenders Bank
of America, Merrill Lynch, Credit Suisse and Deutsche Bank.

The report also pointed out that the trio of banks working for
Time Warner Cable -- Morgan Stanley, Citigroup, and Allen &
Company -- could fetch $100 million to $120 million, which amount
may increase as the cable company said it wouldn't accept a bid
worth less than $160 a share.

Charter Communications is offering bid of $132.50 per share for
Time Warner Cable.  David Gelles, also writing for the DealBook,
said there is reason to think Charter's offer for Time Warner
Cable is relatively modest.  Mr. Gelles pointed out that based on
Time Warner Cable's estimated forward Ebitda of about $8.3 billion
for this year, Charter's offer is seven times that.  While that
may sound like a healthy price, Mr. Gelles said, it does not fare
as well in light of some relevant comparisons, such as when
Charter paid $1.6 billion for Bresnan, a smaller cable operator, a
price that represents about eight times forward Ebitda.

Mr. Gelles said people watching the situation closely believe a
proposal in the $140s might be taken more seriously, and that an
offer of $150 a share might even get the deal done.

                   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.


CHINA MEDIA: HKCMCPA Company Raises Going Concern Doubt
-------------------------------------------------------
China Media Group Corporation filed with the U.S. Securities and
Exchange Commission on Jan. 10, 2014, its annual report on Form
10-K for the year ended Dec. 31, 2012.

HKCMCPA Company Limited expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company has incurred substantial losses this year.  As of Dec. 31,
2012, the Company has an accumulated deficit totaling
$5.99 million, and its current liabilities exceed its current
assets by $1.2 million.

The Company reported a net loss of $7.19 million on $2.45 million
of total net revenue for the year ended Dec. 31, 2012, compared
with a net income of $355,678 on $4.3 million of total net revenue
on Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.68 million
in total assets, $4.92 million in total liabilities, and
stockholders' deficit of $3.24 million.

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

                        http://is.gd/IqginQ

China Media Group Corporation (CHMD) is a media company. The
Company uses technologies and devices combined with media of
television, newspapers, magazines, billboards and Internet.  The
Company focuses to offer advertising services in the People's
Republic of China.


COLERIDGE CORP: Files for Chapter 11 in Tampa
---------------------------------------------
Coleridge Corporation filed a bare-bones Chapter 11 petition
(Bankr. M.D. Fla. Case No. 14-00318) in Tampa, Florida on Jan. 13.

Weston, Florida-based Coleridge estimated $10 million to
$50 million in assets and liabilities.

The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 13, 2014.

The Debtor disclosed that two related entities have pending
bankruptcy cases in Tampa -- Boardwalk and Baseball, Inc., and
Boardwalk Land Development Inc.


COLERIDGE CORP: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

          Debtor                             Case No.
          ------                             --------
          Coleridge Corporation              14-00318
          3310 Lake Ridge Lane
          Weston, FL 33332

          Boardwalk and Baseball, Inc.       14-00317

          Boardwalk Land Development, Inc.   14-00319

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229- 0144
                  Fax: (813) 229-1811
                  Email: epeterson@srbp.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Brenda Nestor, president.

(A) List of Coleridge Corp's three Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
    Duke Energy, Inc.                                  $244
    Bright House Networks                               $48
    Florida Refuse Service                              $31

(B) List of Boardwalk and Baseball's three Largest Unsecured
    Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
    Duke Energy, Inc.                                  $400
    Bright House Networks                               $79
    Florida Refuse Service                              $51


COPHER MOVERS: Auctioned Corporate Stock on Jan. 6
--------------------------------------------------
David P. Lloyd, counsel to Copher Movers and Storage Inc., was
slated to conduct an auction Jan. 6 of 100% of the corporate stock
in the Debtor pursuant to the Plan of Reorganization in the
Chapter 11 case.

This was an auction of the corporate stock of the Debtor and not
an auction of the assets of the Debtor.  The successful bidder
will acquire all assets AND all liabilities of the Debtor.  The
Debtor's Plan proposes a treatment of the liabilities.

The auction was the Debtor's chosen method of determining the
value of its corporate stock by marketing and competitive bidding,
as required by Section 1129(b)(2) of the Bankruptcy Code.  The
opening bid for the corporate stock of the Debtor, by the existing
shareholders, was $1,000.00.

The scheduled value of all assets of the Debtor totaled $831,506,
and the scheduled amount of all debts of the Debtor totaled
$846,389.

The major asset of the Debtor, real estate constituting the
Debtor's former business location at 10131 Andersen Avenue,
Chicago Ridge, Illinois, was previously sold pursuant to court
order.  The remaining assets total $131,506 in scheduled value,
and the claims filed against the Debtor total $938,029.

Chicago-based Copher Movers & Storage, Inc. --
http://www.cophermovers.com/-- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 13-24905) on June 17, 2013, listing
$500,001 to $1 million in both assets and liabilities.  Judge
Eugene R. Wedoff oversees the case.

The Debtor is represented by:

    David P Lloyd, Esq.
    David P. Lloyd, Ltd.
    615B S. LaGrange Rd.
    LaGrange, IL 60525
    Tel: 708 937-1264
    Fax: 708 937-1265
    E-mail: courtdocs@davidlloydlaw.com


CORNERSTONE HOMES: Files First Amended Reorganization Plan
----------------------------------------------------------
Cornerstone Homes Inc., delivered to the U.S. Bankruptcy Court for
the Western District of New York in Rochester on Jan. 3, 2014, a
First Amended Plan of Reorganization and explanatory Disclosure
Statement.

Before filing for bankruptcy, Cornerstone prepared a pre-petition
disclosure statement and plan.  The pre-petition plan only
impaired holders of Class 5 and Class 6 claims. Both Class 5 and
Class 6 voted to accept the plan.  No hearing has been conducted
to approve the pre-petition disclosure statement or confirm the
prepetition plan.

Cornerstone received an objection to its prepetition plan and
disclosure statement from the United States Trustee.  Amendments
to the Plan and Disclosure Statement address objections raised by
the U.S. Trustee.

The U.S. Trustee objection alleged that the original Disclosure
Statement and Plan of Reorganization (a) failed to include an
adequate liquidation analysis; (b) did not discuss the absolute
priority rule; and (c) provided a release of David Fleet.

The Debtor has remedied these issues in this Disclosure Statement
and Plan by obtaining expert appraisal and basing the liquidation
analysis on that appraisal's findings.  The Debtor agreed to
transfer the stock in the Reorganized Debtor to the Class 5
Claimants, leaving David Fleet with only a nominal interest in the
stock between the Effective Date and the Distribution Date in
exchange for his guaranty of a $1 million distribution to fund the
Plan.  The release has been eliminated from the Plan.

The Debtor intends to liquidate properties over a period of time,
so as to achieve maximum recovery for the creditors while avoiding
a deleterious affect on the housing market.

The revised Plan documents disclosed that roughly 400 of the
Debtor's properties are held subject to land contracts.  For
success of the Plan, it is imperative that land contract vendees
remain in place and continue to repay their obligations or obtain
outside financing and pay Cornerstone the full balance owed on
their land contracts.  During the period between the Plan
Effective Date and the Distribution Date, the Debtor will assist
land contract vendees in obtaining outside financing which will
result in funds available to release secured debt and make Plan
distributions.

The Plan provides for a distribution of $1 million as an
Unsecured Distribution Amount.  Owner David Fleet will pledge up
to $1 million to fund distributions under the Plan.  It also
provides for the distribution of the stock in the Reorganized
Debtor to holders of Allowed Unsecured Noteholder Claims under
Class 5.

By allowing the Reorganized Debtor to operate for seven years
before the Distribution Date, and pay down balances owed to
secured creditors over the duration of the Plan, the likelihood of
the Reorganized Debtor's improved equity position in properties
pledged to those secured creditors increases.  Thus, on the
Distribution Date, when the Class 5 Claimants obtain the equity in
the Reorganized Debtor, the company may have more value than it
has on the Effective Date.

According to the Plan documents, each holder of Allowed Unsecured
Noteholder Claims in Class 5 will receive its pro rata share of
the Unsecured Distribution Amount of $1 million, to be paid the
earlier of seven years from the Plan Effective Date or a date to
be determined by the Reorganized Debtor.  Each Claimant will also
receive interest or the Unsecured Distribution Amount for the
period commencing at the Effective Date and ending on the date of
distributes at the one year US Treasury Bill rate plus 2%. On the
Distribution Date, each holder of an Allowed Unsecured Noteholder
Claim will receive a prorate share of stock in the Reorganized
Debtor.  On the Effective Date, the Debtor will convey its
interests in all potential Avoidance Actions Class 5 Claimants.

The Class 5 Claimants are expected to receive 7% plus distribution
of stock on the Distribution Date.  The Claimants are impaired and
entitled to vote on the Plan.

The Holder(s) of Class 6 Interests will not receive or retain any
payment or, distribution under the Plan on account of such
Interests, and the existing stock will be deemed cancelled and
extinguished and will be of no further force or effect on and
after the Effective Date.  The current shareholder of the Debtor,
however, will be issued stock from the Reorganized Debtor in
consideration for its pledge of up to $1,000,000 for distribution
required under the Plan.  The stock will be nontransferable during
the period between the Effective Date and the Distribution Date,
and no distributions will be made to any shareholder between the
Effective Date and the Distribution Date.  On the Distribution
Date all share of the Reorganized Debtor will be transferred to
the Class 5 Claimants or their designees.

The Holder of the $10.5 million in Community Preservation
Corporation Secured Claim will recover 100% under the Plan.  The
Secured Claims of First Citizens National Bank, roughly $5.4
million; Lyons National Bank, roughly $3.7 million; and Elmira
Savings Bank, roughly $2.05 million, will also recover 100% under
the Plan.  The Banks' Secured Claims will be paid in full in
accordance with the terms and conditions of Forbearance Agreements
entered into with the Debtor prior to the bankruptcy filing.

The Official Committee of Unsecured Creditors has raised a number
of concerns regarding the pre- and post- petition management of
the Debtor by its president and sole shareholder and director,
David Fleet.  The Committee has identified claims that the United
States Securities and Exchange Commission may have against the
Debtor.  Based on the concerns raised by the Committee, the Debtor
believes that it may have claims against David Fleet.

The Committee has sought appointment of a Chapter 11 trustee.  The
Committee has alleged that the Debtor sold securities to
individual investors without registering those securities with the
SEC or providing required disclosures as mandated by the
Securities Act of 1933 and the rules enacted pursuant thereto. The
Committee alleges that the loans the Debtor obtained from the
holders of Unsecured Noteholder Claims were in essence funds
received in exchange for the sale of debt securities.  To the
extent that the Debtor sold securities to investors without
registering them with the SEC, and to the extent the registration
of those securities was not exempted under Rule 504 of Regulation
D of the Securities and Exchange Commission or some other
exemption from registration, the Debtor may face liability to the
SEC.

The Committee also has alleged that the Debtor's pledge of
additional collateral to the secured creditors who are holders of
Class 2, 3 and 4 Claims in connection with the entry of
forbearance agreements with those secured creditors prepetition
may have constituted fraudulent conveyances under the New York
Debtor & Creditor Law, made applicable in the bankruptcy
proceeding under 11 U.S.C. Sec. 544(b).  The Debtor may have
grounds for Avoidance Actions against certain of the secured
creditors to recover the additional collateral pledged in
connection with forbearance agreements through the avoidance of
those transfers.

The Committee has alleged that the Debtor's payment of $2,500 per
month in rent to David Fleet in exchange for the use of its
Harrington Drive offices and storage barn may be recoverable.  The
Debtor may have grounds for an Avoidance Action against David
Fleet for the recovery of some or all rent paid over the past six
years.

The Committee has alleged that the transfer of funds owned by the
Debtor to the personal investment accounts in the name of David
and Tracy Fleet may be recoverable.  The Debtor may have grounds
for an Avoidance Action against David and Tracy Fleet.

The Committee has alleged that loans extended to David Fleet by
the Debtor, the majority of which were repaid, may be recoverable.
The Debtor may have grounds for an Avoidance Action against David
Fleet.

The Committee alleges that David and Tracy Fleet used company
credit cards for personal use without reimbursing the company.
The Debtor may have grounds for Avoidance Actions against David
and Tracy Fleet for use of company credit.

The Committee alleges that the Debtor transferred property to CNY
Homes Holdings, LLC without fair consideration.  This claim has
been resolved by David Fleet's agreement to transfer his ownership
interest in CNY Homes Holdings, LLC to the Debtor.

The Committee alleges that the Debtor paid certain postpetition
expenses on behalf of David Fleet.  The Debtor may have grounds
for an Avoidance Action against David Fleet for the Debtor's
payment of certain post-petition expenses.

Some or all of the Debtor's potential Avoidance Actions may be
barred by applicable statutes of limitations or subject to other
defenses or affirmative defenses.

The Debtor said it will enter into tolling agreements with those
parties against which it has potential Avoidance Actions, with the
commencement of such actions to be tolled until the Distribution
Date.  Upon performance of the Plan through the Distribution Date,
the Debtor will forgo pursuing the Avoidance Actions.

Cornerstone filed a Chapter 11 bankruptcy petition on July 15,
2013.

Meanwhile, Cornerstone did not push through with the Jan. 10
hearing on its request for extension of the exclusive periods to
file and solicit votes on a bankruptcy-exit plan.  The so-called
Motion to Extend/Limit Exclusivity Period was declared moot,
according to the court docket.

The Debtor is represented by:

         David L. Rasmussen, Esq.
         Curtis A. Johnson, Esq.
         DAVIDSON FINK LLP
         28 East Main Street, Suite 1700
         Rochester, NY 14614
         Tel: (585) 546-6448

                    About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.


DEERFIELD RETIREMENT: Files for Chapter 11 With Prepack Plan
------------------------------------------------------------
Deerfield Retirement Community, Inc., a nonprofit that owns a
retirement community in Urbandale, Iowa, has sought bankruptcy
protection by filing a Chapter 11 petition together with a
prepackaged restructuring plan that will return 69 cents on the
dollar to bondholders owed $40 million.

Scott M. Harrison, president and CEO of the Debtor, explains "The
recent economic downturn had significant adverse impacts on the
Debtor.  Many factors, including the steep decline in the
residential real estate market, which impaired the ability of some
potential residents to sell their houses and then move into the
Facility, and increased competition, resulted in the Debtor's
failure to attract residents as quickly as was forecasted.  This
slower occupancy and the resulting utilization of working capital
to fund debt service meant less revenue and cash available for the
Debtor to pay operating expenses."

In 2007, the Debtor had the Iowa Finance Authority issue revenue
bonds to repay bonds that were earlier issued to finance the
construction and development of the retirement facility.
As of the Petition Date, bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18,500,000 under a subordinated agreement and a support
agreement.

In June 2013, the Debtor failed to make its monthly payments to
the bond trustee.  A group of holders of the majority of the
outstanding 2007 bonds later entered into a forbearance agreement
the Debtor.

Following negotiations, the Debtor agreed to a term sheet and
entered into a bondholder restructuring plan and support agreement
with Lifespace and holders owning 63% of the outstanding principal
amount of the bonds.

On Nov. 18, 2013, the Debtor distributed its proposed prepackaged
plan of reorganization and disclosure statement to voting
creditors.  Holders of first lien bond claims (98.1%) and
Lifespace voted in favor of the Plan.  All other creditors did not
have their rights altered and were therefore unimpaired under the
Plan.

                        The Prepack Plan

The Debtor on Jan. 10 filed a Chapter 11 petition together with a
prepackaged plan that provides for these terms:

   -- Each holder of the Senior Living Facility Revenue Refunding
Bonds (Deerfield Retirement Community, Inc.) Series 2007A and
Series 2007B Extendable Rate Adjustable Securities issued by the
Iowa Finance Authority will receive its pro rata share of (i)
$23,736,500 of Senior Living Facility Revenue Bonds (Deerfield
Retirement Community, Inc.) Series 2014A issued by the Iowa
Finance Authority ($580 in principal amount of Series 2014A Bonds
per $1,000 in Series 2007 Bonds held) and (ii) $4,452,640 of
Senior Living Facility Subordinate Revenue Bonds (Deerfield
Retirement Community, Inc.) Series 2014B issued by the Iowa
Finance Authority ($108.80 in principal amount of Series 2014B
Subordinate Bonds per $1,000 in Series 2007 Bonds held).  Holders
of First Lien Bond Claims have a projected recovery of 69%.

   -- Lifespace Communities will receive $1,000 of the Series
2014C Bonds in exchange for each $1,000 of principal amount its
first lien claims.  Lifespace will have a recovery of 95% on
account of its $2,755,372 claim.

   -- Lifespace, in exchange for the cancellation of approximately
$18,500,000 in unsecured obligations owing by Deerfield, will (i)
have the existing management agreement assumed as modified, (ii)
retain its approximately $300,000 claim to a resident refund and
(iii) retain its "member" status in Deerfield.  Lifespace has a
projected recovery of 1.5% on account of its unsecured claims.

   -- All allowed claims of other creditors, including unsecured
creditors and the residents, will be paid in full in accordance
with their normal terms and such claim holders shall otherwise
retain all of their rights against Deerfield.  These claimants
will have a recovery of 100%.

A copy of the explanatory disclosure statement is available for
free at:

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

The voting agent can be reached at:

         GLOBIC ADVISORS
         One Liberty Plaza, 23rd Floor
         New York, NY 10006
         Attn: Robert Stevens
         E-mail: rstevens@globic.com
         Telephone: 1-800-974-5771
         Facsimile: (212) 271-3252

                      First Day Motions

The Debtor is asking the Court to hold a combined hearing on the
Plan and Disclosure Statement at a date convenient for the Court
between Feb. 18, 2014 and March 7, 2014.

Aside from the plan-related documents, the Debtor on the Petition
Date filed motions or applications to:

   -- hire Dorsey & Whitney LLP as bankruptcy counsel;

   -- hire North Shores Consulting Inc. as financial advisor;

   -- continue using its cash management system, existing accounts
and business forms;

   -- authorize payment of prepetition wages, compensation,
employee benefits, expense reimbursement and related items,

   -- use cash collateral pursuant to Sections 105, 361, 362 and
363 of the Bankruptcy Code, and grant adequate protection to the
bond trustee; and

   -- determine that appointment of a patient care ombudsman is
unnecessary.

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., was formed as a nonprofit
corporation in Iowa in 2000 for the purpose of owning and
operating a life care retirement community known as "Deerfield
Retirement Community" located at 13731 Hickman Road, Urbandale,
Iowa.  The facility is comprised of 32 townhomes and 138
independent living apartments, common areas, a residential care
facility with 24 residential care living units, and a health
center with 30 skilled nursing care beds.  Lifespace Communities,
Inc., is the sole member and provides management services in
exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014.  The
Debtor estimated assets of $10 million to $50 million and debt of
$50 million to $100 million as of the bankruptcy filing.

Attorneys at Dorsey & Whitney LLP led by William J. Miller, Esq.,
serve as counsel to the Debtor.  North Shores Consulting Inc. is
the financial advisor.


DEERFIELD RETIREMENT: Says Patient Care Ombudsman Unnecessary
-------------------------------------------------------------
Deerfield Retirement Community, Inc., is asking the bankruptcy
court to enter an order determining that the appointment of a
patient care ombudsman pursuant to Section 333 of title 11 of the
United States Code is unnecessary.

William J. Miller, Esq., at Dorsey & Whitney LLP, counsel to the
Debtor, says appropriate safeguards are already in place to ensure
that patients will receive the appropriate level of care.  He
notes that:

  (a) it is unclear whether the Debtor even qualifies as a "health
care business" since only a portion of its activities relate to
the actual provision of health care services rather than such
activities being the "primary" engagement of the Debtor;

  (b) a well-known and financially strong non-debtor, Lifespace
Communities, Inc., provides management services at the Debtor's
facility and will ensure that the proper level of patient care is
maintained;

  (c) the Debtor has historically and is currently providing a
high quality of care and such operations will continue during the
continuance of this Chapter 11 case;

  (d) the Debtor will, subject to its cash collateral motion, have
cash sufficient to ensure that patient care is not effected;

  (e) the Debtor is already subject to review and oversight by the
Iowa Department of Elder Affairs and the Iowa Department of
Inspection and Appeals; and

  (f) the Debtor's case has been filed as a prepackaged Chapter 11
case with votes already solicited on the plan of reorganization,
and therefore it is expected that the Debtor's exit from Chapter
11 will be swift.

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., was formed as a nonprofit
corporation in Iowa in 2000 for the purpose of owning and
operating a life care retirement community known as "Deerfield
Retirement Community" located at 13731 Hickman Road, Urbandale,
Iowa.  The facility is comprised of 32 townhomes and 138
independent living apartments, common areas, a residential care
facility with 24 residential care living units, and a health
center with 30 skilled nursing care beds.  Lifespace Communities,
Inc., is the sole member and provides management services in
exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a
prepackaged plan that offers to return 69% to bondholders.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

Attorneys at Dorsey & Whitney LLP led by William J. Miller, Esq.,
serve as counsel to the Debtor.  North Shores Consulting Inc. is
the financial advisor.


DEERFIELD RETIREMENT: Seeks to Use Cash Collateral
--------------------------------------------------
Deerfield Retirement Community, Inc., filed a motion for a
stipulated order (i) authorizing the interim use of cash
collateral, (ii) granting adequate protection to the indenture
trustee, and (iii) scheduling a final hearing.

As of the Petition Date, the Debtor has secured revenue bonds
outstanding in the principal amounts of $37,715,000 (Series 2007A
Bonds) and $3,210,000 (Series 2007B Bonds) pursuant to an
indenture between the Iowa Finance Authority and UMB Bank, N.A. as
successor trustee.  The Debtor also owes Lifespace Communities,
Inc., $18.5 million, of which $2.76 million is secured.

The Debtor believes that cash on hand on the Petition Date
constitutes as "cash collateral".  Without access to the cash
collateral, the Debtor would not have sufficient available cash to
continue the operation of the retirement facility during this
Chapter 11 case.  The cash collateral will be used to fund the
Debtor's various operating expenses and professional fees as well
as insurance, taxes, chapter 11 fees and other costs.

As adequate protection, the Debtor will grant the indenture
trustee replacement liens, an 11 U.S.C. Sec. 507(b) priority
claim, and payment of reasonable fees and expenses of the
trustee's professionals.

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., was formed as a nonprofit
corporation in Iowa in 2000 for the purpose of owning and
operating a life care retirement community known as "Deerfield
Retirement Community" located at 13731 Hickman Road, Urbandale,
Iowa.  The facility is comprised of 32 townhomes and 138
independent living apartments, common areas, a residential care
facility with 24 residential care living units, and a health
center with 30 skilled nursing care beds.  Lifespace Communities,
Inc., is the sole member and provides management services in
exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a
prepackaged plan that offers to return 69% to bondholders.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

Attorneys at Dorsey & Whitney LLP led by William J. Miller, Esq.,
serve as counsel to the Debtor.  North Shores Consulting Inc. is
the financial advisor.


DESIGNLINE CORP: Court Hears Denver RTD's Bid to Cancel Contract
----------------------------------------------------------------
Susan Stabley of the Charlotte Business Journal reports that U.S.
Bankruptcy Court Judge J. Craig Whitley was slated to hear
arguments at a hearing Tuesday from Denver's Regional
Transportation District regarding the agency's request to cancel a
production contract with DesignLine Corp.

RTD's contract with DesignLine is for 34 hybrid buses and includes
options for up to 57 buses to operate on the 16th Street Mall.

According to the report, the Chapter 11 trustee appointed in
DesignLine's case and the official committee of unsecured
creditors are objecting to RTD's request.

The report also says Wonderland Investment Group Inc., which
acquired most of DesignLine's assets, indicated in court papers it
will attempt to cure all arrearages under the DesignLine contract,
compensate RTD for any pecuniary losses, and furnish adequate
assurance of future performance under the DesignLine Contract.

                         About DesignLine

DesignLine Corporation manufactured coach, electric and range-
extended electric (hybrid) buses.  Founded in Ashburton, New
Zealand in 1985, DesignLine was acquired by American interests in
2006, and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011.

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on
Aug. 15, 2013.  Katie Goodman at GGG Partners LLC signed the
petitions as chief restructuring officer.  On Sept. 5, 2013, the
case was transferred to the U.S. Bankruptcy Court for the Western
District of North Carolina (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
bankruptcy counsel.  GGG Partners also serves as the Debtors'
financial advisors.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee retained CBIZ MHM, LLC as financial advisors.

DesignLine Corp. has sold its assets for $1.6 million cash to
Wonderland Investment Group Inc. from Pasadena, California.
Wonderland prevailed over five other prospective buyers at an
auction in October 2013.

The Bankruptcy Judge has appointed Elaine T. Rudisill as the
chapter 11 trustee for the Debtors.


DETROIT, MI: Pension Funds Push for Expedited Bankruptcy Appeal
---------------------------------------------------------------
Chad Livengood, writing for The Detroit News, reported that the
General Retirement System and Police and Fire Retirement System
continued to ask the U.S. Court of Appeals for the Sixth Circuit
for an expedited appeal of the City of Detroit's bankruptcy
eligibility and ability to cut pensions.

"The city's transparent effort to avoid any appellate review of
the critically important eligibility question is legally
unjustified and breathtakingly unfair to the tens of thousands of
workers and retirees who devoted their lives to public service to
Detroit and now depend on their accrued pension benefits, as well
as employees and retirees across the state and nation who may be
affected by this ruling," the report cited the pension funds'
brief filed with the 6th Circuit.

                 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: Hopes Auto Show Visitors Will See Glimpse of Revival
-----------------------------------------------------------------
Bill Vlasic, writing for The New York Times, reported that ever
since the City of Detroit filed for bankruptcy six months ago,
political and business leaders here have insisted that the city's
long-awaited comeback has already begun.

According to the report, this week is the City's chance to prove
it, as thousands of automotive executives, suppliers and members
of the news media descend on downtown for the annual North
American International Auto Show.

The auto show has historically been a financial boon to the city,
and this year is no exception, the report said.  Organizers
estimate that it will contribute $365 million to the local economy
in wages and other spending.

"My hope is that the show will give visitors an understanding of
the real changes happening in the city, and that they're not just
cosmetic," said Arthur C. Liebler, a former marketing executive
with Chrysler and Ford, the report cited.

                 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.


DREIER LLP: To Name Mickee Hennessy as Mediator
-----------------------------------------------
Dreier, LLP, asks the Bankruptcy Court to approve a stipulation
and order resolving objection through mediation and appointing
Mickee Hennessy, Esq., as mediator.

The stipulation was entered into between the Debtor and the
Official Committee of Unsecured Creditors, and provides that Mr.
Hennessy's hourly billing rate is $515.  He will also be
reimbursed for ordinary and customary expenses attendant with the
mediation.

              About Marc Dreier and Dreier LLP

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

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

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

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


EFS COGEN: S&P Assigns 'BB+' Rating to $825MM Term Loan B Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured rating and '1' recovery rating to EFS Cogen Holdings I
LLP's $825 million term loan B facility.  The '1' recovery rating
indicates a very high likelihood of recovery (90% to 100%) of
principal in a default scenario.  The outlook is stable.  S&P also
withdrew the rating on East Coast Power, the predecessor company.

EFS Cogen is a special-purpose, bankruptcy-remote entity that owns
two gas-fired combined-cycle cogeneration facilities at the site
of the Phillips 66 Bayway Refinery in Linden, N.J.  GE EFS Cogen
has sold a 50% interest of its prior 100% ownership of these
assets to Highstar Capital IV L.P.  The assets are the 777 MW
Linden 1-5 facility, completed in May 1992, and the 165 MW Linden
6 facility, completed in January 2002.

"The stable outlook reflects our expectation that the revised
ownership of the two Linden assets will continue to successfully
manage the project, and that the term loan is fully repaid by
maturity," said Standard & Poor's credit analyst Richard
Cortright.

The Con Edison and Phillips 66 contracts provide stability to the
project's cash flow and debt repayment projections for the first
three and one-half years.  S&P do not consider there to be upside
potential to the rating given the merchant exposure that the
project has during the latter half of the debt period.  Downside
ratings pressure would result from material operating
difficulties, such as low availability factors or heat rate
degradations, that led to remaining debt outstanding that was
closer to 65% to 70% of the initial debt rather than the expected
50%, when the merchant period begins.


EK SAMPLER: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: EK Sampler, LLC
        P.O. Box 246
        Deal, NJ 07723

Case No.: 14-10509

Chapter 11 Petition Date: January 13, 2014

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

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Sam Della Fera, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  Email: sdellafera@trenklawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marshall Koplitz, general operating
manager.

The Debtor listed Tuthill Financial, L.P., as its largest
unsecured creditor holding a claim of $928,643.


ENGLOBAL CORP: Offering Additional 1.2 Million Shares Under Plan
----------------------------------------------------------------
ENGlobal Corporation filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement to register an
additional 1,207,187 shares of the common stock of the Company
related to the ENGlobal Corporation 2009 Equity Incentive Plan,
which are the same class as other securities for which a
registration statement on Form S-8, File No. 333-161246, has been
previously filed.  The proposed maximum aggregate offering price
is $1.70 million.  A copy of the Form S-8 is available at:

                        http://is.gd/TYlGJS

                          About ENGlobal

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

Englobal incurred a net loss of $33.60 million for the year ended
Dec. 29, 2012, as compared with a net loss of $7.07 million for
the year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 28, 2013, showed $46.08 million in total assets, $20.39
million in total liabilities and $25.69 million in total
stockholders' equity.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered losses from operations and is in default
of its debt agreements.  This raises substantial doubt about the
Company's ability to continue as a going concern.


ENDEAVOUR INTERNATIONAL: BlackRock Stake at 10.2% as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that as of
Dec. 31, 2013, it beneficially owned 4,860,983 shares of common
stock of Endeavour International Corp. representing 10.3 percent
of the shares outstanding.  BlackRock previously reported
beneficial ownership of 4,808,263 common shares or 10.2 percent
equity stake as of Oct. 31, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/tgRzay

                    About Endeavour International

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

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

                           *     *     *

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

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


FIRST BRONX: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: First Bronx LLC
        700 East 134th Street
        Bronx, NY 10454

Case No.: 14-22047

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Hon. Robert D. Drain

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Goldwasser, GC Realty Advisors
LLC, managing member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb14-22047.pdf


FISKER AUTOMOTIVE: Court Wants Auction; Hybrid Raises Offer
-----------------------------------------------------------
Bankruptcy Judge Kevin Gross, in a bench ruling, has denied a
private sale of Fisker Automotive Holding's assets to Hybrid Tech
Operating Corp. and Hybrid Tech Holdings, LLC.

The Court ordered the parties to go to auction and capped the
amount that Hybrid may credit bid to $25 million.

In light of the ruling, Hybrid on Monday submitted a revised
Purchase Agreement, dated as of Jan. 12, 2014, wherein it has
offered to acquire most of Fisker's assets for $55 million.

Hybrid also said it believes the Court's ruling was erroneous, and
that it intends to seek appellate review or other relief as
promptly as practicable.

Then, Hybrid wasted no time.  On Tuesday, it a notice of appeal
from the Court's ruling and an emergency motion for leave to
appeal.

                      Hybrid's Revised Offer

Hybrid said its $55 million offer for Fisker would include $25
million -- or greater amount as may be permitted by a court of
competent jurisdiction -- in the form of credit bid of the U.S.
Department of Energy loan, which Hybrid acquired pre-bankruptcy.
Hybrid will also assume certain liabilities and agreed to modify
the DIP facility, where it serves as lender, so that the lien
supporting the DIP Facility will, as of the effective date of the
Plan, no longer extend to the Designated Causes of Action and
other consideration to be distributed to prepetition creditors.
However, pursuant to the Plan, Hybrid wants to share in the
proceeds of the Designated Causes of Action.

Hybrid also dangled a carrot to win support from the Official
Committee of Unsecured Creditors.  Hybrid said if the Committee
supports its selection before the selection is made, and it is
selected, as the stalking horse bidder, it will pay a minimum of
$5.5 million of the Purchase Price in cash for the benefit of
unsecured creditors other than Hybrid or any of its Related
Persons, and Hybrid will assert no claim to such $5.5 million
minimum payment under its security rights or otherwise.

The Committee derailed Fisker's proposed sale to Hybrid by asking
the Court to approve a sale to Wanxiang America Corporation,
subject to higher and better offers at an auction.  A hearing on
the Committee's own sale motion was held Friday and continued
Monday afternoon.

The Committee has said Fisker's proposed sale to Hybrid and the
bid procedures proposed by the Debtors, are improper and will not
serve the best interests of the Debtors' creditors and parties-in-
interest.  The Committee said its own procedures allow for a fair
and open sale process.

The Committee has proposed a Jan. 28 deadline for submitting
competing bids and a Jan. 31 auction date, if other offers are
received.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  In response to
the Committee's Motion, the Debtors announced on Jan. 1, 2014 that
Hybrid agreed to improve its offer in certain respects.  Hybrid
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also would waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, in papers filed last week, Wanxiang
said it has raised its offer by $10 million and is willing to go
higher.

The Committee also has negotiated a replacement DIP financing with
Wanxiang.

The Associated Press reports that Hybrid's latest proposal
indicates it would acquire the former General Motors site in
Wilmington, Del., where Fisker had planned to make cars.
Previously Hybrid said it had no interest in building cars in the
state, but Hybrid spokeswoman Megan Grant said in an e-mail Monday
that Hybrid plans to use the Delaware plant to "meet consumer
demand and address market conditions."

Wanxiang America acquired A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, after an auction early in 2013 for $256.6 million.  It has
said it would continue developing and designing a second-
generation line of Fisker vehicles, and make them at the shuttered
GM plant once the cars were ready for mass production in large
volumes.

              Bid Protections to Wanxiang Not Needed

On Monday, Hybrid said that, should the Debtors proceed with an
auction sale, there is sufficient interest in the Debtors' assets
that no breakup fee, expense reimbursement, or other similar
payments is necessary or beneficial to the Debtors' estates and,
with that modification, its revised asset purchase agreement
should be treated as the "Stalking Horse Agreement" within the
meaning of the Creditors' Committee's sale motion.  Hybrid said th
the Bankruptcy Court should approve the bidding procedures
proposed by the Committee without providing for a breakup fee,
expense reimbursement, or other payments from the Debtors'
estates.

                    Two Stalking Horse Bidders

Randall Chase, Business Writer for The Associated Press, reports
that at a hearing Monday afternoon, Fisker attorney Ryan Preston
Dahl told Judge evin Gross that Fisker will ask the court to take
the uncommon step of designating Hybrid and Wanxiang as joint
stalking horse bidders.  Mr. Dahl also said Fisker is evaluating
whether to hire an investment adviser to help it analyze the
competing proposals from Hybrid and Wanxiang.  Mr. Dahl told the
judge that attorneys were still trying to reach agreement on
whether Hybrid should continue providing financing to Fisker
during the bankruptcy case, or be replaced as bankruptcy lender by
Wanxiang.

According to the AP, Hybrid attorney Peter Benvenutti said his
client is willing to continue in its role as Fisker's bankruptcy
lender, but that it has concerns about proposed bidding procedures
and wants "a level playing field."  He did not offer details.

The AP also reports that a spokesman for Gov. Jack Markell, Cathy
Rossi, confirmed that the governor and senior staff officials have
talked to representatives of both Hybrid and Wanxiang to convey
the state's interest in bringing manufacturing back to the former
GM plant.

"Nothing is certain at this early stage in the process, but these
are potentially good developments for Delaware," Markell's
economic development director, Alan Levin, said in a prepared
statement, according to the AP. "The auction process appears
already to have led to improved terms for creditors, and also to
additional interest in potentially utilizing the Boxwood Road
facility."

Attorneys for Hybrid Tech Holdings are:

     SCHNADER HARRISON SEGAL & LEWIS LLP
     Richard A. Barkasy, Esq.
     Fred W. Hoensch, Esq.
     824 N. Market Street, Suite 800
     Wilmington, DE 19801
     Tel: (302) 888-4554
     Fax: (302) 888-1696
     E-mail: rbarkasy@schnader.com
             fhoensch@schnader.com

          - and -

     KELLER & BENVENUTTI LLP
     Tobias S. Keller, Esq.
     Peter J. Benvenutti, Esq.
     650 California Street, Suite 1900
     San Francisco, CA 94109
     Tel: (415) 796-0709
     E-mail: tkeller@kellerbenvenutti.com
             pbenvenutti@kellerbenvenutti.com

                    About Fisker Automotive

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

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

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

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

On November 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  Hybrid is represented
by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller &
Benvenutti LLP, in San Francisco, California.

The Committee, however, wants a sale public sale, and has
identified Wanxiang America Corporation as stalking horse bidder.

Wanxiang is represented in Fisker's case by Sidley Austin LLP's
Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FISKER AUTOMOTIVE: Court Sets Jan. 27 as Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Jan. 27, 2014, at 5:00 p.m., as the deadline for any individual or
entity to file proofs of claim against Fisker Automotive Holdings,
Inc., et al.

The Court also set May 21, 2014, at 5:00 p.m., as governmental bar
date.

Proofs of claim must be submitted by mail, overnight courier or
hand delivery, to:

         Fisker Automotive Holdings, Inc.,
         c/o Rust Consulting/Omni Bankruptcy
         5955 DeSoto Ave., Suite 100
         Woodland Hills, CA 91367

                    About Fisker Automotive

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

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

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

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

On November 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  Hybrid is represented
by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller &
Benvenutti LLP, in San Francisco, California.

The Committee, however, wants a sale public sale, and has
identified Wanxiang America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  In response to
the Committee's move, the Debtors announced on Jan. 1, 2014 that
Hybrid agreed to improve its offer in certain respects.  Hybrid
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

Wanxiang America acquired A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, after an auction early in 2013 for $256.6 million.
Wanxiang is represented in Fisker's case by Sidley Austin LLP's
Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FISKER AUTOMOTIVE: U.S. Trustee Appoints Seven-Member Committee
---------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, has appointed
seven creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Fisker Automotive Holdings,
Inc.

The Committee consists of:

      1. Magna E-Car USA, LLC
         Attn: David Mimms
         50 Casmir Court
         Concord, Ontario
         Canada, L4K 4J5
         Tel: (905) 532-2183
         Fax: (905) 532-2102

      2. Supercars & More SRL
         Attn: Gianfranco Pizzuto
         Via Weingartner 81/A 39022
         Lagundo/Merzno (BZ) Italy
         Tel: (011) 39-348-8214042

      3. Kuster Automotive Door Systems GmbH
         Attn: Jochen Burk
         Am Bahnhof 13, 35630
         Ehringshausen, Germany
         Tel: (49) 6443-62-233
         Fax: (49) 6443-62-375

       4. Visteon Corporation
          Attn: Michelle Laser
          1 Village Center Drive
          Van Buren Township, MI 48111
          Tel: (734) 710-4278
          Fax: (734) 736-5560

       5. TK Holdings Inc.
          Attn: Lowell Severson
          2500 Takata Drive
          Auburn Hills, MI 48326
          Tel: (248) 475-6701
          Fax: (248) 373-2897

       6. Sven Etzelsberger
          316 15th Street
          Huntington Beach, CA 92648
          Tel: (949) 891-2226
      7. David M. Cohen, Esq.
         25 Pompton Avenue, No. 101
         Verona NJ 07044
         Tel: (973) 220-5027
         Fax: (973) 857-1818

                    About Fisker Automotive

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

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

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

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

On November 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  Hybrid is represented
by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller &
Benvenutti LLP, in San Francisco, California.

The Committee, however, wants a sale public sale, and has
identified Wanxiang America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  In response to
the Committee's move, the Debtors announced on Jan. 1, 2014 that
Hybrid agreed to improve its offer in certain respects.  Hybrid
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

Wanxiang America acquired A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, after an auction early in 2013 for $256.6 million.
Wanxiang is represented in Fisker's case by Sidley Austin LLP's
Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FNBH BANCORP: Bank Raises $16.4 Million From Private Placement
--------------------------------------------------------------
First National Bank, the only financial institution headquartered
in Livingston County, completed a successful recapitalization
through the closing of a Private Placement transaction which
generated $16.4 million in net capital proceeds for the Bank's
parent company, FNBH Bancorp, Inc.

Ron Long, president and CEO of First National Bank, stated, "First
National's recapitalization is great news for the economic
prosperity of our community.  The importance of having decisions
made locally cannot be overstated."  Long added, "Customers'
direct access to bank management and board members provides real
and tangible value for residents and business owners here in our
community."

The Company also announced a forthcoming Rights Offering to
provide existing shareholders an opportunity to participate in the
recapitalization at the same common share price as the Private
Placement participants.  The Company anticipates the Rights
Offering will be completed during first or second quarter of 2014.

Phil Utter, Chairman of the Board of Directors of First National
Bank, stated, "The Company's Board of Directors shares a strong
connection to Livingston County and a genuine interest in serving
the area with a locally headquartered and managed community bank.
Each of us believes in the importance of allowing all of our
existing shareholders to participate in the recapitalization and
future success of our Company."

Utter continued, "The bottom line is that First National is led by
a Board of Directors, management team and staff who know,
understand and appreciate the uniqueness of the Livingston County
market and the strong character of Livingston County residents.
Just as importantly, the Board is committed to the success of a
locally owned and managed community bank focused on providing
superior quality service, attention to detail and delivery of
value-added financial solutions to our community's residents and
business owners."

Long noted, "Recapitalization of the Bank reaffirms the powerful
impact of Livingston's vibrant community and how buying and
banking locally has a positive ripple effect across the county.
By choosing to bank with First National's eight local offices, our
customers' deposits provide funding for loans to support our
fellow neighbors, residents and business owners in Livingston
County.  Over the years, this sense of community has enabled First
National to consistently support local community initiatives,
groups and events - accumulating to well over a million dollars
contributed in support of local civic and community ventures."

Long concluded, "We sincerely appreciate the community's
unwavering support as the Bank worked through the Great Recession
and its recapitalization.  Our next priority is to get the Bank's
$100 million in existing liquidity loaned back into the local
community.  We appreciate the community's support in choosing
First National as its lending and banking solution."

FNBH Bancorp has filed a registration statement relating to the
securities to be offered in the Rights Offering with the
Securities and Exchange Commission but it has not yet become
effective.  The securities may not be offered or sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective.

                        About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $301.79 million in total assets, $292.65
million in total liabilities and $9.14 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FNBH BANCORP: Robert Clemente Held 9.7% Equity Stake at Dec. 11
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Robert A. Clemente, as Trustee of the Richard K.
Thompson Irrevocable Trust 1994 dated Jan. 1, 2004, disclosed that
as of Dec. 11, 2013, he beneficially owned 2,471,428 shares of
common stock of FNBH Bancorp, Inc., representing 9.7 percent of
the shares outstanding.  Robert A. Clemente is the sole trustee of
the Richard K. Thompson Irrevocable Trust 1994 dated Jan. 1, 2004,
the owner of the securities.  A copy of the regulatory filing is
available for free at http://is.gd/2sP0xU

                        About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $301.79 million in total assets, $292.65
million in total liabilities and $9.14 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FRESH N' PURE: Bankruptcy Auction Set for Jan. 28
-------------------------------------------------
Pursuant to an order of the U.S. Bankruptcy Court for the Northern
District of Illinois, an auction will be held for the stock of
Debtor Fresh N Pure Distributors, Inc., Case No. 12 B 44450 on
Jan. 28, 2014 at 10:30 a.m. in Room 644 of the Dirksen Federal
Building, 219 South Dearborn St., Chicago, Illinois.

For instructions on how to bid at the auction, check the
bankruptcy court docket or contact the Debtor's counsel:

         Joshua D. Greene, Esq.
         SPRINGER, BROWN, COVEY, GAERTNER & DAVIS
         400 South County Farm Rd., Suite 330
         Wheaton, IL 60187
         Tel: 630-434-2798
         E-mail: jgreene@springerbrown.com

Fresh N' Pure Distributors, Inc., based in Streamwood, Illinois,
filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
12-44450) on Nov. 8, 2012.  Judge Pamela S. Hollis oversees the
case.  Joshua D. Greene, Esq., at Springer, Brown, Covey, Gaertner
& Davis, serves as the Debtor's counsel.  When it filed the
petition, the Debtor estimated under $50,000 in assets and under
$10 million in total liabilities.  A list of the Company's 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/ilnb12-44450.pdf
The petition was signed by Joseph Purpura, vice president.


GARLOCK SEALING: EnPro Shares Jump on Bankruptcy Court Ruling
-------------------------------------------------------------
John Downey, writing for Charlotte Business Journal, reported that
EnPro Industries shares jumped more than 20%, closing at $71.21 on
Jan. 13 after Judge George Hodges of the U.S. Bankruptcy Court in
Charlotte set Garlock Sealing Technologies LLC's reasonable
asbestos liability at less than 10% of the $1.4 billion claims by
lawyers representing asbestos plaintiffs.

As previously reported by The Troubled Company Reporter, Judge
Hodges, on Jan. 10, entered an order estimating the liability for
present and future mesothelioma claims against EnPro Industries'
Garlock Sealing subsidiary at $125 million, consistent with the
positions GST put forth at trial.

Garlock's expert witness, Dr. Charles E. Bates, set Garlock's
liability at $125 million.  The expert witness for existing
asbestos claimants estimates the liability at $1.265 billion.  The
expert for the future claimants representative pegs the claims at
$1.292 billion.

In his opinion, Judge Hodges notes, "The estimates of Garlock's
aggregate liability that are based on its historic settlement
values are not reliable because those values are infected with the
impropriety of some law firms and inflated by the cost of defense.
The best evidence of Garlock's aggregate responsibility is the
projection of its legal liability that takes into consideration
causation, limited exposure and the contribution of exposures to
other products.  The court has determined that $125 million is
sufficient to satisfy Garlock's liability for the legitimate
present and future mesothelioma claims against it."

Judge Hodges's opinion follows the completion of an estimation
trial held in his court during July and August 2013. The judge's
estimate is for mesothelioma claims only.  Additional amounts may
be necessary to resolve other disease claims and for trust
administration costs.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock has said in the Disclosure Statement explaining its
bankruptcy exit Plan that all asbestos claims must be paid in
full.  Full payment enables the plan to allow continued ownership
by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.


GOLDKING HOLDINGS: No Creditors' Committee Appointed
-----------------------------------------------------
Judy A. Robbins, the U.S. Trustee for the Southern District of
Texas, has informed the Bankruptcy Court that no committee of
unsecured creditors has been appointed in the Chapter 11
bankruptcy case of Goldking Holdings, LLC, Goldking Onshore
Operating, LLC, and Goldking Resources, LLC.

The U.S. Trustee has attempted to solicit creditors interested in
serving on a creditors' committee from the list of creditors
holding the 30 largest unsecured claims.  After excluding
governmental units, secured creditors and insiders, the U.S.
Trustee has been unable to solicit sufficient interest to form a
creditors' committee.

The first meeting of creditors was held after notice to all
creditors, but an insufficient number of unsecured creditors
appeared at the meeting to form a creditors' committee.

                      About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company based in
Houston, sought bankruptcy protection (Bankr. D. Del. Case No.
13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from
creditors with plans to sell virtually all its assets.  Goldking
Onshore Operating, LLC, and Goldking Resources, LLC, also sought
creditor protection.

The cases were initially assigned to Delaware Judge Brendan
Linehan Shannon.  On Nov. 20, 2013, Judge Shannon granted the
request of Goldking's former CEO Leonard C. Tallerine Jr. to move
the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No.
13-37200).  Mr. Tallerine owns a nearly 6% stake in the company
through an entity called Goldking LT Capital Corp.

The Debtors' are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serves as the Debtors' co-counsel.
Lantana Oil & Gas Partners serves as the Debtors' financial
advisors.  The Debtors' notice, claims, solicitation and balloting
agent is Epiq Bankruptcy Solutions, LLC.

In December 2013, the Debtors won Court approval to employ
E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset
sale advisor.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


GRAPHIC IMPRESSIONS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Graphic Impressions NW, Inc.
        c/o Edmund J. Wood, Chapter 7
        303 N. 67th Street
        Seattle, WA 98103

Case No.: 14-10225

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Denice E Moewes, Esq.
                  WOOD & JONES PS
                  303 N 67th St
                  Seattle, WA 98103
                  Tel: 206-623-4382
                  Email: dmoewes@aol.com

Total Assets: $4.20 million

Total Debts: $6.34 million

The petition was signed by Edmund J. Wood, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-10225.pdf


GREEN FIELD: To Get Examiner in Chapter 11
------------------------------------------
Law360 reported that Judge Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware indicated on Jan. 13 that he
would approve the appointment of an examiner in the bankruptcy
case for oil services company Green Field Energy Services Inc.,
but the details surrounding the position remained uncertain after
a hearing on the matter concluded.

According to the report, Judge Gross said he intended to sign an
order approving an examiner, but the parties -- particularly the
debtors and the official committee of unsecured creditors, which
requested the appointment -- remained at odds over the language in
the authorization.

As previously reported by The Troubled Company Reporter, the
Debtors said in court filings that they are considering consenting
to the committee's request for an appointment of an examiner,
except that they will detail the parameters under which the
appointment of an examiner may be appropriate.

                   About Green Field Energy

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

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

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

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

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

The official committee of unsecured creditors appointed in the
case has retained Robert J. Stark, Esq., Howard L. Siegel, Esq.,
and Sunni P. Beville, Esq., at Brown Rudnick LLP as co-counsel;
Steven K. Kortanek, Esq., Kevin J. Mangan, Esq., and Morgan
Seward, Esq., at Womble Carlyle Sandridge & Rice, LLP as Delaware
co-counsel; and Conway MacKenzie, Inc. as financial advisor.

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


GSE HOLDINGS: Exploring Sale to Repay Debt
------------------------------------------
GSE Holding Inc. is pursuing a sale process to sell the company
and use the proceeds to repay its indebtedness under its first
lien senior secured credit facility with General Electric Capital
Corporation and other financial institutions, according to the
regulatory filing with the U.S. Securities and Exchange
Commission.

In the regulatory filing dated Jan. 10, 2014, the Company
disclosed that on the same day, it, together with certain of its
affiliates, entered into a waiver and seventh amendment to the
first lien senior secured credit facility with GECC.  The First
Lien Credit Facility provides funding to the Company's U.S.
entities.

The other lenders include Wells Fargo Principal Lending LLC,
Nationwide Mutual Insurance Co., Harleysville Life Insurance Co.,
Littlejohn Opportunities Master Fund LP, SG Distressed Fund LP,
Cetus Capital II LLC, SUNS SPV LLC, Black Diamond Capital
Management LLC, Fifth Street Funding II LLC and ING Capital LLC.

Pursuant to the Amendment, the lenders have agreed to waive any
default arising as a result of the potential failure by the Credit
Parties to be in compliance with (i) their maximum total leverage
ratio as of September 30, 2013, October 31, 2013, November 30,
2013 and December 31, 2013, and (ii) their minimum interest
coverage ratio as of December 31, 2013.  The lenders have also
agreed to waive any actual or potential defaults of the Credit
Parties of their maximum total leverage ratio or the minimum
interest coverage ratio through March 30, 2014.

Collateral supporting the First Lien Credit Facility is limited to
the assets of the Company and each of its wholly owned U.S.
subsidiaries, other than GSE International, Inc.  The stock in
each of the Company's wholly owned U.S. subsidiaries (only 65% of
the stock of GSE International, Inc.) is also pledged as
collateral under the First Lien Credit Facility.  The Company and
all of its U.S. subsidiaries (other than GSE International, Inc.)
are guarantors under the First Lien Credit Facility.  The assets
and stock of the Company's subsidiaries outside of North America
are not pledged to secure the First Lien Credit Facility.

                       Sale of the Company

Under the Amendment, the Company has agreed to pursue a sale
process to sell the Company and use the proceeds to repay its
indebtedness.  The Amendment sets forth a series of milestones,
requiring the Company to, among other things distribute a final
confidential information memorandum to prospective buyers no later
than January 17, 2014; and cause prospective buyers to submit
letters of intent by February 21, 2014.  An acceptable sale must
be completed no later than March 30, 2014.  The failure to meet
any one of these deadlines would be an event of default under the
First Lien Credit Facility.

In connection with the sale process required pursuant to the
Amendment, the Company has engaged Moelis & Company LLC, to assist
in a sale process.  Jamie Mason, writing for The Deal, reported
that David Faris, Mark Hootnick, Jonathan Kaye and Vincent Lima at
Moelis are advising the company.

                        Priming Facility

In addition, on Jan. 10, the Company entered into a secured
revolving super priority credit facility with the Agent and the
other financial institutions.

While the Company believes this new facility will provide
liquidity to support operations in the ordinary course of business
while it pursues the sale process, there can be no assurances that
the $15 million will be sufficient, the Company said in the
regulatory filing.  The Priming Facility bears interest at a rate
equal to LIBOR plus 8.00% or a base rate plus 7.00%.  The Priming
Facility is subject to various additional customary terms and
conditions, including conditions to funding.

As of November 30, 2013, there was $172.2 million outstanding
under the First Lien Credit Facility, consisting of $153.4 million
in term loans and $18.8 million in revolving loans.

The lenders under the First Lien Credit Facility have approved the
senior secured super priority and the related guarantees to the
lenders under the Priming Facility. The assets and stock of the
Company's subsidiaries outside of North America are not pledged to
secure the Priming Facility.

          First Lien Credit Facility Refinancing Efforts

The Company related in the regulatory filing that, in July 2013,
the Company engaged Moelis to assist it with seeking to raise
additional unsecured mezzanine indebtedness or other subordinated
additional capital.  With the help of Moelis, the Company has
sought to secure a complete refinancing of its First Lien Credit
Facility. As of November 30, 2013, the Company had $172.2 million
of borrowings outstanding under the First Lien Credit Facility.

As of Jan. 10, while the Company is continuing to work with
Moelis, the Company's existing lenders, and other interested
parties on the refinancing of the First Lien Credit Facility, it
appears unlikely that the refinancing will be completed on
acceptable terms, the Company said.  If a refinancing is
completed, it is likely to result in substantial dilution to the
Company's shareholders, the Company added.

The stock, which trades on the New York Stock Exchange under the
symbol GSE, closed at $1.39 on Jan. 10 upon the news of the sale
process, down from $2.06 on Jan. 9, the Deal related.  It traded
down even further on Jan. 13, closing at $0.78, the Deal added.

                    About GSE Holding, Inc.

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


HARLAND CLARKE: Moody's Rates New Sr. Unsecured Notes 'Caa1'
------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Harland Clarke
Holdings Corp.'s proposed $275 million senior secured notes due
2020 and a Caa1 rating to the $590 million of senior unsecured
notes due 2021. The B1 rating for the term Loan B-3 that is being
upsized by $500 million as part of the transaction was affirmed.
The B2 Corporate Family Rating (CFR) and B2-PD Probability of
Default Rating (PDR) were both affirmed. The outlook remains
stable.

Proceeds from the proposed debt, along with estimated balance
sheet cash of $1,087 million, will be used to fund the $1.8
billion acquisition of Valassis Communications, Inc. (Ba2 CFR) and
to refinance the company's existing $221 million senior unsecured
fixed rate notes due 2015 and $154 million of the company's senior
unsecured floating rate notes due 2015 ($50 million of the
floating rate notes are expected to remain outstanding) in
addition to expenses for the transaction. Ratings on the existing
$221 million senior unsecured notes due 2015 will be withdrawn
upon repayment. The acquisition marks the reinvestment of asset
sale proceeds from the Harland Financial Solutions business in Q3
2013 and the Faneuil business in Q4 2013.

The acquisition of Valassis benefits Harland Clarke by increasing
the size and diversity of operations and by reducing the combined
entities exposure to any one segment. Free cash flow is also
expected to increase although EBITDA margins will decrease to the
low 20% range given Valassis lower EBITDA margins. The refinancing
of its unsecured notes also extends the maturity profile with only
$50 million of floating rate notes coming due in May of 2015.

The following is a summary of today's rating actions:

Issuer: Harland Clarke Holdings Corp.

  $1,245 million (pro-forma for $500 million increase) Sr. Secured
  Term Loan B-3 due April 2018 B-3, Affirmed B1 (LGD3, 39%)

  $275 million Sr. Secured Notes due 2020, Assigned B1 (LGD3, 39%)

  $590 million Sr. Unsecured Notes due 2021, Assigned Caa1 (LGD5,
  89%)

  Existing $626 million Sr. Secured Term Loan B-2 due June 2017,
  Affirmed at B1 (LGD3, 39%)

  Existing $285 Sr. Secured Note due August 2018, Affirmed at B1
  (LGD3, 39%)

  Existing Floating Rate Notes due May 2015, Affirmed at Caa1
  (LGD5, 89% updated from LGD5, 90%)

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  SGL-2, Affirmed

Ratings Rationale

Harland Clarke's B2 Corporate Family Rating reflects Moody's
ongoing concern that the combined business model is subject to
secular decline in both its check printing and Valassis' printed
based advertising model. While the decline in checks has moderated
recently Moody's expects the business to remain in secular decline
due to new and evolving payment alternatives. Additionally, legacy
Valassis has pressure from the secular demand shift of
advertisers' marketing spend and distribution to Internet-based /
digital media channels, as well as the ensuing pricing pressure on
traditional print-based media. Moody's anticipates secular
pressures to be moderate in the near term as there will be demand
for both products for an extended period of time, but the
pressures have the potential to increase over time. The ratings
also reflect the company's pro forma leverage of 4.3x for the
twelve months ended September 30, 2013 (including the impact of
the Valassis acquisition and Moody's standard adjustments) which
has improved from 4.9x at the end of 2012 driven by the
improvement in its check business and wind down of the
GlobalScholar business. Pressure on revenues in its Scantron
segment due to the maturity of its form products and the history
of sponsor friendly and related party transactions is also
reflected in the rating.

Harland Clarke has a good track record of mitigating volume
declines with price increases and costs savings, but Moody's
remains concerned these efforts will not be sufficient to prevent
top line erosion if check volume declines should accelerate in the
future. The acquisition of Valassis will enable Harland Clarke to
diversify its business lines and expand its customer base to over
15,000 Valassis' clients within the grocery and drug, retail,
consumer packaged goods and restaurants industry segments, for
which the company provides advertising and media delivery
campaigns via its Shared Mail, Neighborhood Targeted, Freestanding
Inserts and International, Digital Media & Services businesses.
Moody's considers client spend to be cyclical but believes the
consumer value-oriented nature of the product offerings (including
promotions and coupons) somewhat dampens the cyclicality since
advertisers often reallocate marketing budgets to this type of
advertising during economic downturns. Moody's does expect Harland
Clarke to achieve meaningful operational cost synergies as a
result of the acquisition over the next two years and believe
there are opportunities for operational improvement and modest
revenue synergies. The ratings are also supported by the company's
strong cash flow generation from its portfolio of businesses,
EBITDA margins in the low 20% range, and the 10% debt amortization
requirement on the term loan B-2 and 2.5% requirement on the B-3
which accelerates debt repayment.

Harland Clarke is expected to have good liquidity as indicated by
its SGL-2 rating due to strong free cash flow, despite higher
interest expense from the transaction and required debt
amortization payments. The cash balance pro-forma for the
transaction is expected to be about $152 million. The company is
expected to have a $150 million ABL facility (not rated) pro-forma
for the transaction with full availability except for $17 million
of letters of credit outstanding. The term loans are expected to
remain covenant lite.

The stable outlook reflects Moody's expectation that Harland
Clarke will continue to generate good cash flow over the next 12 -
18 months, seek to reinvest cash through acquisitions and
investments, and utilize excess cash to fund required term loan
amortization or potential modest distributions to its parent
company. Moody's also expects total leverage will remain in the
low to mid 4x level in 2014 aided by required debt repayments.

Ratings are unlikely to be upgraded in the near term until organic
revenue and EBITDA trends demonstrate stability post the
acquisition of Valassis on a consistent basis, and leverage
declines below 4x on a sustained basis.

Ratings are unlikely to be lowered in the near term given the low
leverage level for the existing rating, but could decline if
results suffer from accelerated deterioration in price or volume
in its check business, demand and/or pricing for legacy Valassis'
print-based marketing products erode at a faster-than-expected
pace, a loss of market share, debt funded acquisitions, or
distributions to the parent company that result in debt-to-EBITDA
increasing above 5.5x. Deterioration in liquidity could also lead
to a downgrade.

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

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of check and check-related products, direct
marketing services and customized business and home office
products to financial services, retail and software providers as
well as consumers and small business, and through its Scantron
business, data collection, testing products, scanning equipment
and tracking services to educational, commercial, healthcare and
government entities. M&F Worldwide Corp. acquired check and
related product provider Clarke American Corp. in December 2005
for $800 million and subsequently acquired the John H. Harland
Company in May 2007 for $1.4 billion. M&F merged Clarke American
and Harland to form Harland Clarke. M&F's remaining publicly
traded shares were acquired by portfolio company, MacAndrews &
Forbes Holdings Inc (MacAndrews) on December 21, 2011. MacAndrews
is wholly owned by Ronald O. Perelman. Harland entered into an
agreement to acquire Valassis Communications, Inc. ("Valassis") on
December 17, 2013. Valassis is headquartered in Livonia, Michigan,
provides promotional and advertising products including Shared
Mail, Neighborhood Targeting, Free Standing Inserts, and
International, Digital Media, & Services (coupon clearing,
consulting and analytic services). Moody's expects revenue of
combined companies to be over $3 billion over the next twelve
months.


HARLAND CLARKE: S&P Affirms 'B+' CCR & Removes Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Antonio, Texas-based payment solution and
marketing services provider Harland Clarke Holdings Corp. (HCHC).
At the same time, S&P removed the rating from CreditWatch with
negative implications, where it placed it on on Dec. 20, 2013,
following the company's announcement to acquire Valassis
Communications Inc. (Valassis).  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating on
HCHC's senior secured notes, consisting of $972.8 million first-
lien term loan due 2017 (currently $626 million outstanding),
$750 million first-lien term loan due 2018 (currently $745 million
outstanding), and $285 million senior secured notes due 2018.  The
recovery rating remains '3', indicating S&P's expectation for
meaningful (50%-70%) recovery for lenders in the event of default.
S&P also assigned a 'B+' issue-level ratings to the new
$500 million first-lien term loan and the new $275 senior secured
notes, with recovery ratings of '3', indicating S&P's expectation
for a meaningful (50%-70%) recovery for lenders in the event of
default.

S&P affirmed its 'B-' issue-level rating on HCHC's senior
unsecured notes, consisting of $50 million outstanding floating
rate notes due 2015.  The recovery rating remains '6', indicating
S&P's expectation for a negligible (0%-10%) recovery for lenders
in the event of a default.  S&P also assigned the new $590 million
unsecured notes a 'B-' issue-level rating, with a recovery rating
of '6', indicating its expectation for a meaningful (50%-70%)
recovery for lenders in the event of default.

"We based the 'B+' rating affirmation on our view that the
business risk profile of the combined businesses of HCHC and
Valassis is unchanged compared with our previous assessment of the
business which included the divested business of Harland Financial
Solutions," said credit analyst Peter Bourdon.  "We also continue
to view the financial risk profile of the company as "aggressive"
due to the financial policy of the company's owner, M&F Worldwide
Corp, and the company's high leverage."

The stable outlook reflects S&P's expectation that the combined
companies will achieve pro forma flat to slightly lower revenue
and that leverage will remain below 5x.

                         Downside scenario

S&P could lower the rating if the company experiences intensified
structural pressures that increase leverage over 5x on a sustained
basis without the prospect of reversal.  S&P believes this could
happen if the company experiences revenue declines of 3% to 5% and
the company fails to achieve cost reductions at Valassis.

                          Upside scenario

S&P could raise the rating if it becomes convinced that the
company's business risk profile has improved to "fair" which would
require the company's growth prospects to significantly improve.
Given the secular trends of the company's current business
portfolio, S&P do not view this as likely.


HI-TECH HOUSING: Foreclosure Auction Today
------------------------------------------
Assets of Hi-Tech Housing, Inc., will be sold at auction by the
secured party, FirstMerit Bank, N.A., after a default by the
primary obligor, DWG Corporation.  The public sale will be held
today, Jan. 15, 2014 at 2:00 p.m., at Garfield & Merel, Ltd., 180
N. Stetson, Suite 1300, Chicago, IL 60601.

All bids must be accompanied by 25% cash deposit (or certified
funds).  Failure to close within 10 days after the Seller accepts
the bid will result in forfeiture of all monies.

Seller reserves the right to bid at sale without cash or deposit
as required for other bidders. Seller reserves the right within 24
hours of completion of bidding to reject all bids.  Seller
reserves the right to continue the sale from time to time
including for a reasonable time to close any successful bid.
Additional conditions of sale will be announced at the sale.

Seller reserves the right to offer the collateral initially one
lot only and, if not sold, to sell piecemeal.

THERE IS NO WARRANTY RELATING TO TITLE, POSSESSION, QUIET
ENJOYMENT OR THE LIKE IN THIS DISPOSITION. ALL COLLATERAL IS SOLD
IN "AS IS" CONDITION AND WITHOUTANY EXPRESS OR IMPLIED .
WARRANTIES INCLUDING QUALITY, FITNESS FOR PARTICULAR PURPOSE OR
MERCHANTABILITY, ALL OF WHICH ARE DISCLAIMED AND WAIVED BY
PARTICIPATION IN THE AUCTION. SECURED PARTY DOES NOT HAVE
POSSESSION OF THE COLLATERAL AND THE SUCCESSFUL BIDDER WILL HAVE
THE RESPONSIBILITY OF TAKING POSSESSION OF SAID COLLATERAL.

FirstMerit Bank, N.A., is based at 501 North Avenue, Melrose Park,
Illinois 60160

Hi-Tech Housing, Inc. is headquartered at 800 Oak Street,
Winnetka, Illinois 60093.

The bank is represented by:

         Gregory A. McCormick, Esq.
         GARFIELD & MEREL, LTD.
         180 N. Stetson, Suite 1300
         Chicago, IL 60601
         Tel: 312-288-0105


HOUSTON REGIONAL: Dismissal Bid Gets Feb. 4 Hearing
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Court for the Southern District
of Texas will convene a hearing on Feb. 4 to consider the bid to
dismiss the involuntary Chapter 11 petition against Houston
Regional Sports Network LP.  Papers for or against the dismissal
are due Jan. 31.

As previously reported by The Troubled Company Reporter, Comcast
Corp. and its units launched an involuntary Chapter 11 filing
against the sports network, which is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC,
which is an affiliate of ComCast.

The Astros favors dismissal of the Chapter 11 case.  According to
Mr. Rochelle, litigation over whether the network should in
Chapter 11 was put off in favor of discussions aimed at a sale of
broadcasting rights.  The Rockets hold the lead role in those
talks until Feb. 4, the report said.

The Bloomberg report said Rockets reported that Comcast submitted
a written proposal to be the lead bidder at an auction for local
broadcasting rights.  Law360 reported that Comcast asked the
bankruptcy judge in Texas to appoint an examiner next month to
conduct an auction of the regional network when the deadline
expires for the Houston Rockets to market the network.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.


HOVNANIAN ENTERPRISES: Unit Completes $150-Mil. Notes Offering
--------------------------------------------------------------
K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of
Hovnanian Enterprises, Inc., completed a private placement
pursuant to Rule 144A and Regulation S under the Securities Act of
1933, as amended, of $150,000,000 aggregate principal amount of
7.000 percent Senior Notes due 2019, which are guaranteed by the
Company and substantially all of its subsidiaries.

In connection with the issuance of the Notes, K. Hovnanian, the
Company and the Guarantors entered into an Indenture, dated as of
Jan. 10, 2014, with Wilmington Trust, National Association, as
trustee.  As of the date of the Indenture, the Guarantors included
the Company and each of its subsidiaries except its home mortgage
subsidiaries, certain of its title insurance subsidiaries, joint
ventures, subsidiaries holding interests in joint ventures and its
foreign subsidiary.

The Notes bear interest at 7.000 percent per annum and mature on
Jan. 15, 2019.  Interest is payable semi-annually on January 15
and July 15 of each year, beginning on July 15, 2014, to holders
of record at the close of business on January 1 or July 1, as the
case may be, immediately preceding each that interest payment
date.

The Indenture contains restrictive covenants that limit among
other things, the ability of the Company and certain of its
subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repurchase subordinated indebtedness and common
and preferred stock, make other restricted payments, including
investments, sell certain assets, incur liens, consolidate, merge,
sell or otherwise dispose of all or substantially all of its
assets and enter into certain transactions with affiliates.  The
Indenture also contains customary events of default which would
permit the holders of the Notes to declare those Notes to be
immediately due and payable if not cured within applicable grace
periods, including the failure to make timely payments on the
Notes or other material indebtedness, the failure to satisfy
covenants and specified events of bankruptcy and insolvency.

K. Hovnanian intends to use the net proceeds from the offering of
the Notes for general corporate purposes, including land
acquisition and land development, and to fund the redemption of
all of K. Hovnanian's outstanding 6.25 percent Senior Notes due
2015 and to pay related fees and expenses.  As of Oct. 31, 2013,
there were approximately $21.4 million aggregate principal amount
of 6.25 percent Senior Notes outstanding.  On Jan. 10, 2014,
concurrently with the closing of the offering, K. Hovnanian issued
a notice of redemption to holders of the 6.25 percent Senior Notes
specifying a redemption date for the 6.25 percent Senior Notes of
Feb. 9, 2014.

                   About Hovnanian Enterprises

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

Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.

As of Oct. 31, 2013, the Company had $1.75 billion in total
assets, $2.19 billion in total liabilities and a $432.79 million
total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

As reported by the TCR on Jan. 9, 2014, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


HURLEY MEDICAL: Fitch Holds BB+ Rating on Bonds; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Hurley Medical Center (HMC) by Flint Hospital
Building Authority (MI):

  -- $1,880,000 revenue refunding bonds, series 1998A;
  -- $1,905,000 revenue rental bonds, series 1998B;
  -- $7,510,000 hospital revenue and refunding bonds, series 2003;
  -- $34,215,000 revenue rental bonds, series 2010;
  -- $21,940,000 revenue rental bonds, series 2013A;
  -- $36,590,000 revenue refunding bonds, series 2013B.

HMC has approximately $4.1 million outstanding on its series 2011
direct placement, which Fitch does not rate.

The Rating Outlook is Stable.

Debt payments are secured by cash rentals (net revenues of HMC)
made to the authority, acting through its Board of Hospital
Managers, on behalf of HMC as agreed under the eighth amended and
restated contract of lease dated Feb. 1, 2013.  In addition,
bondholders will benefit from a fully funded debt service reserve
fund.

CONTINUED DECLINE IN LIQUIDITY: Hurley Medical Center's (HMC)
liquidity position further declined since Fitch's last review to
$57 million at Sept 30, 2013 from $64.3 million at Dec. 31, 2012.
The deterioration in liquidity is due largely to high capital
spending and an IT implementation that caused growth in accounts
receivable.  Negative rating action is precluded at this time as
Fitch believes HMC will stabilize and begin to improve its balance
sheet now that the IT conversion is completed and HMC begins to
works through its accounts receivable.

FOCUS ON POPULATION HEALTH: As an essential provider in the
service area, HMC is working to transform health in the
surrounding communities and has partnered with local organizations
to improve health literacy and screening.  Additionally, HMC has
converted the former emergency department (ED) to an urgent care
center, which is a lower-cost alternative to the ED.

CHALLENGING PAYOR MIX: Located in Flint, MI, HMC operates in a
competitive service area with below-average socioeconomic
indicators, subjecting the hospital to elevated levels of
government payors, with Medicaid at a very high 39.7% of gross
revenues in fiscal 2013.

ADEQUATE DEBT SERVICE COVERAGE AND MANAGEABLE DEBT BURDEN: HMC's
debt profile is manageable with all fixed-rate debt and maximum
annual debt service (MADS) at 3% of fiscal 2013 revenue.  MADS
coverage by EBITDA was adequate at 1.8x in fiscal 2013 and has
remained consistently at or about 1.6x over the last five years.
Through the three-month interim period ended Sept. 31, 2013 MADS
declined to 1.4x but Fitch expects this to return to historical
norms prior by year-end.

IMPROVEMENT IN LIQUIDITY EXPECTED: Fitch expects HMC to reduce its
accounts receivable over the next one to two years, which should
improve liquidity.  Failure to improve liquidity or deterioration
in profitability or debt service coverage will likely result in
negative rating pressure.

HMC is a 443-bed acute care teaching hospital with safety-net
provider status located in Flint, MI.  HMC had approximately $372
million of total revenue in fiscal 2013.  A safety-net teaching
hospital, HMC is the only provider in the region of Level I
Trauma, Level II Pediatric Trauma and Level III Neonatal Intensive
care, among other services.  HMC has an active outreach effort
with many community organizations and is focusing on improving
community health.

The balance sheet further weakened since Fitch's last review in
February 2013.  At Sept. 30, 2013, unrestricted cash and
investments was approximately $57 million, which is down from
$60.1 million at FYE 2013 and $70.6 million at FYE 2012.  At Sept.
30, days cash on hand was a very light 56.7 days, cushion ratio
was 5.1x and cash to debt was 55.4%.  Management attributes the
softening of liquidity to higher capital spending and a growth in
accounts receivables due to a billing system conversion associated
with its new electronic medical record system.  At Sept. 30, days
in accounts receivable was a high 65.9 days compared to 58.1 days
at FYE 2013 and 49.9 days at FYE 2012.  While HMC's liquidity
metric may be inconsistent with the 'BB+' rating, negative rating
action is precluded due to Fitch's expectation that liquidity will
stabilize and begin to improve as accounts receivable normalize.
However, further deterioration to liquidity position and metrics
would likely result in a rating downgrade.

HMC's operating performance has been relatively stable over the
last three fiscal years and showed signs of improvement in fiscal
2013 from a decline in fiscal 2012, which was caused by several
one-time expenses including EPIC training and costs associated
with the opening of the ED.  Operating margin and operating EBITDA
margin were negative 0.9% and 4.9%, respectively, in fiscal 2013,
compared to negative 1.3% and 3.6%, in fiscal 2012.  Through Sept.
30, 2013 (three-month interim), operating profitability declined
to negative 1.9% and operating EBITDA was 3.9%, but inpatient
volumes have remained strong and management expects to meet its
budget of 1% operating margin (including interest as an expense).
HMC recently completed collective bargaining negotiations which
are expected to generate roughly $10 million-$12 million in annual
benefit savings.  Management is also actively managing expenses
including the implementation of a more efficient purchasing
process and overtime reduction.

HMC's debt profile is manageable with all fixed-rate debt and MADS
equating to 3% of fiscal 2013 total revenue.  MADS coverage by
EBITDA was 1.8x in fiscal 2013 but consistent with the prior
years' results of 1.7x in fiscal 2012 and 1.6x in fiscal 2011.
Coverage by operating EBITDA improved in fiscal 2013 to 1.6x from
1.2x in fiscal 2012.  Through the three-month interim period ended
Sept. 30, 2013, MADS coverage by EBITDA declined to 1.4x.  Fitch
expects coverage to return to more historical norms in the near
term as profitability is expected to improve.  Since HMC is a
governmental entity, its investment portfolio is very conservative
as investments are restricted to government-issued fixed-income
securities.

HMC has been heavily investing in its plant, with capital
expenditures averaging a high 246% of depreciation expense from
2010 to 2012.  HMC's most recent large capital project was the
expansion of its ED to account for high volumes that could not be
accommodated in its former space.  This project was successful and
the expansion and redesign have allowed for improved patient flow,
operating efficiencies and improved patient care.  Capital
expenditures have normalized in fiscal 2013 at 104.9% of
depreciation and 89.9% at Sept. 30, 2013.  HMC has budgeted for
$14 million in routine capital spending in fiscal 2014 or 86% of
depreciation, which Fitch believes is manageable.

Located in Flint, Michigan, HMC operates in an economically
distressed service area with a challenging payor mix.  A high
39.7% of gross revenues were derived from Medicaid and 28% from
Medicare in fiscal 2013.  In fiscal 2013, HMC received
approximately $14 million in Medicare DSH funding and about $4.5
million in Medicaid DSH funding which may be increased by an
additional $500,000 in fiscal 2014. Thus, any reduction in DSH
payments represents a potential credit risk.

HMC covenants to provide annual and quarterly disclosure to the
Municipal Securities Rulemaking Board's EMMA system.


INDUSTRIAL SERVICES: Posts $2.19-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
Industrial Services of America, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $2.19 million on $33.31 million of
total revenue for the three months ended Sept. 30, 2013, compared
to a net loss of $886,000 on $45.73 million of total revenue for
the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $58.01
million in total assets, $30.18 million in total liabilities, and
stockholders' equity of $27.84 million.

According to the Form 10-Q, as of Sept. 30, 2013, the Company is
not in compliance with all loan covenants in its senior debt
credit agreement and its senior lender has the right to accelerate
its obligations at any time, which raises substantial doubt about
the Company's ability to continue as a going concern.

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

                       http://is.gd/vHqSdD

Louisville, Ky.-based Industrial Services of America, Inc.
(NASDAQ: IDSA) is a publicly traded company whose core business is
buying, processing and marketing scrap metals and recyclable
materials for domestic users and export markets.  Additionally,
ISA offers commercial, industrial and business customers a variety
of programs and equipment to manage waste.  More information about
ISA is available at http://www.isa-inc.com/


JAPAN AIRLINES: Another Malfunction in Boeing 787 Battery
---------------------------------------------------------
Jon Ostrower and Phred Dvorak, writing for The Wall Street
Journal, said Japan Airlines Co. reported a battery malfunction on
a Boeing Co. 787 Dreamliner parked at Narita Airport in Tokyo, a
year after the advanced jetliner was grounded world-wide for
battery problems.

According to the report, JAL said white smoke was detected on Jan.
14 at around 4:15 p.m. Tokyo time by a mechanic who was checking
the cockpit before the plane was to depart for Bangkok that
evening.  JAL and Boeing, the report said, were looking into the
cause of the incident.  Boeing said it had notified other airlines
that operate the 787 but hadn't advised them to take any action,
the report related.  Other carriers, including United Continental
Holdings Inc., the only U.S. operator of the aircraft, continued
to fly their Dreamliners, the report noted.

The Journal recalled that the Jan. 14 incident came almost a year
after the Jan. 16, 2013, grounding of the 787 fleet in response to
burning lithium-ion batteries on two 787s, one operated by JAL and
the other by ANA Holdings Inc.  The Journal said the Japanese
carriers are the biggest operators of the Dreamliner.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

Japan Airlines Corporation, Japan Airlines International Co.,
Ltd., and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19, 2010, in
the Tokyo District Court and filed a Chapter 15 petition in
New York (Bankr. S.D.N.Y. Case No. 10-10198).  The Company
estimated debts at $28 billion.


LANDAMERICA FINANCIAL: NY Appellate Panel Revives Malpractice Suit
------------------------------------------------------------------
Law360 reported that a New York appellate court on Jan. 8 revived
a malpractice suit filed by a tax-deferred real estate concern
against Twomey Latham Shea Kelley Dubin & Quartararo LLP, finding
a trial judge went too far in throwing out claims tied to $5.5
million that got caught up in the LandAmerica Financial Group Inc.
bankruptcy.

According to the report, a four-judge panel sitting in the Second
Judicial Department -- a midlevel state appellate court -- said
Westchester County Judge Orazio R. Bellantoni should have held on
off dismissing the complaint in June.

                  About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LANDAUER HEALTHCARE: May Use Cash Collateral Until Feb. 1
---------------------------------------------------------
The Hon. Christoper S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has amended the final cash collateral
order, granting Landauer Healthcare Holdings, Inc., et al.,
authorization to use Herbard, Ltd.'s cash collateral until Feb. 1,
2014, at 11:59 p.m. (Eastern).

A copy of the budget is available for free at:

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

When it filed for bankruptcy, the Debtor owed $29,360,747 to the
lenders led by TD Bank N.A., as administrative agent and TD
Securities (USA) LLC and RBS Citizens N.A., as joint lead
arrangers.

On Sept. 23, 2013, Herbard acquired the Lenders' right, title, and
interest under the financing documents and thereby acquired the
Lenders' claims and rights against the Debtors and all rights of
the Lenders under the final court order.

In the Court's final order dated Sept. 12, 2013, the Lenders were
granted:

      (a) first-priority postpetition security interests in and
          liens on any collateral that is not subject to (i)
          valid, perfected, non-avoidable and enforceable liens in
          existence on or as of the Petition Date or (ii) valid
          and unavoidable liens in existence immediately prior to
          the Petition Date that are perfected after the Petition
          Date;

      (b) junior priority security interests in and postpetition
          liens on all collateral that is subject to (i) valid,
          perfected and unavoidable liens in existence immediately
          prior to the Petition Date or (ii) valid and unavoidable
          liens in existence immediately prior to the Petition
          Date that are perfected after the Petition Date;

      (c) first-priority postpetition security interests in and
          liens on all collateral; and

      (d) first-priority superpriority administrative expense
          Claims.

On Dec. 19, 2013, the Official Committee of Unsecured Creditors
filed an objection to the amendment of the final cash collateral
order, saying that the proposed amended order prohibits the use of
any wind-down amount to pay 'any pre-petition unsecured claims or
any expenses associated with the formation or operation of any
liquidation trust or the retention of a liquidating trustee or any
similar entity or individual.  "Although it suggests that the
Debtors may pay priority and administrative claims through a
liquidating plan -- it effectively eliminates the possibility of a
liquidating plan by preventing the Debtors from paying someone to
administer such plan, including the actual payment of allowed
administrative and priority claims.  Likewise, the limitation on
the payment of general unsecured claims was also never included in
the amended cash collateral order and is not appropriate," Adam G.
Landis, Esq., at Landis Rath & Cobb LLP, the attorney for the
Committee said.

The Committee is represented by:

         LANDIS RATH & COBB LLP
         Adam G. Landis, Esq.
         Kerri K. Mumford, Esq.
         Joseph D. Wright, Esq.
         919 Market Street, Suite 1800
         Wilmington, Delaware 19801
         Tel: (302) 467-4400
         Fax: (302) 467-4450
         E-mail: landis@lrclaw.com
                 mumford@lrclaw.com
                 wright@lrclaw.com

                     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.


LANDAUER HEALTHCARE: Court Extends Plan Filing Period to April 14
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has extended, at the behest of Landauer
Healthcare Holdings, Inc., et al., the exclusive periods for the
Debtors to file a Chapter 11 Plan until April 14, 2014, and
solicit acceptances for that Plan until June 12.

As reported by the Troubled Company Reporter on Dec. 9, 2013, the
Debtors' first request for an extension of the deadline was only
sought out of abundance of caution as the Debtors hope and believe
they will be able to confirm the Plan prior to the expiration of
the exclusive solicitation period.

                     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.


LANCELOT INVESTORS: Supreme Court Urged to Take Winston Case
------------------------------------------------------------
Law360 reported that the bankruptcy trustee for the Lancelot
Investors Fund Ltd. has asked the U.S. Supreme Court to overturn a
Seventh Circuit decision axing his malpractice case against
Winston & Strawn LLP, arguing the appeals court wrongly found his
claims implausible.

According to the report, Lancelot and Colossus Capital Fund Ltd.,
which lost money in Tom Petters' Ponzi scheme, claim Winston
failed to get informed consent for simultaneously representing
both funds.

As previously reported by The Troubled Company Reporter, the
bankruptcy trustee asked the Seventh Circuit on Sept. 20 to rehear
the malpractice suit, arguing that the court's definition of
"plausibility" is too black-and-white.  The funds accuses Winston
of failing to get informed consent for simultaneously representing
Lancelot and Colossus.  Winston also allegedly failed to advise
its clients that Gregory Bell, the funds said.

The appellate case is Ronald Peterson v. Winston & Strawn, Case
No. 12-3512 (7th Cir.).  The case was filed Nov. 2, 2012.

                    About Lancelot Investors

Lancelot Investors Fund, LP, and 18 related entities filed Chapter
7 petitions (Bankr. N.D. Ill. Case No. 08-28225) October 20, 2008,
blaming a $1.5 billion loss in the collapse of Petters Group
Worldwide, LLC.  FBI agents raided Mr. Petters' home and a number
of his businesses on Sept. 24, 2008.  A federal grand jury in the
District of Minnesota indicted Mr. Petters on December 1, 2008, on
charges of mail and wire fraud, conspiracy to commit mail and wire
fraud, money laundering and conspiracy to commit money
laundering.Federal authorities accused Petters Group's founder,
Thomas Petters, of orchestrating a massive ponzi scheme.  Mr.
Petters is now in jail.

Ronald R. Peterson, Esq., at Jenner & Block LLP in Chicago serves
as the Chapter 7 trustee.  Mr. Peterson reported that as of
October 11, 2008, the Debtors collectively purportedly had assets
with a value of $1.78 billion and liabilities totalling
$275.7 million.  Approximately $1.5 billion of the Debtors' assets
purportedly consist of loans to or investments
in Peters Group Worldwide and related entities.


LAREDO PETROLEUM: Moody's Rates New $350MM Sr. Unsecured Notes B2
-----------------------------------------------------------------
Moody's Investors Service upgraded Laredo Petroleum, Inc.'s senior
unsecured rating to B2 from B3, Speculative Grade Liquidity rating
to SGL-2 from SGL-3, and rated the company's proposed $350 million
senior unsecured notes B2. At the same time, Moody's affirmed
Laredo's B1 Corporate Family Rating (CFR) and B1-PD Probability of
Default Rating (PDR). The outlook is stable.

"This note offering will boost Laredo's liquidity and help
partially cover the large funding gap that is projected for 2014,"
commented Sajjad Alam, Moody's Analyst. "Through cash flow and
cash on hand, Laredo should now have financing in place to cover
the vast majority of 2014's $1 billion capex budget, with secured
borrowings kept to a minimum over the next year."

Issuer: Laredo Petroleum, Inc.

  Upgrades:

    Senior Unsecured Rating, Upgraded to B2 (LGD4,68%) from B3

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

  Affirmations:

    Corporate Family Rating, Affirmed B1

    Probability of Default Rating, Affirmed B1-PD

  Assignments:

    US$350M Senior Unsecured Regular Bond/Debenture, Assigned B2,
LGD4-68%

    Outlook Actions:

     Maintained Stable Outlook

The notes are upgraded to B2 from B3 to reflect a decreased
proportion of secured debt relative to unsecured debt in Laredo's
capital structure, which Moody's believes will lead to better
recoveries for the unsecured lenders in a default scenario. The
proposed notes will have substantially the same terms and
conditions as the existing 2019 and 2022 notes and rank pari-
passu. The unsecured notes are rated B2, one notch below the CFR
given the substantial size of the priority ranking $825 million
secured revolving credit facility in the capital structure.

Following the proposed debt issue, Laredo should have good
liquidity through 2014, which is captured in the SGL-2 Speculative
Grade Liquidity rating. The company will outspend operating cash
flow by more than $600 million in 2014 with large negative free
cash flow continuing into 2015. Cash proceeds from this note
offering balance sheet cash and the substantial availability under
its borrowing base revolving credit facility will cover funding
shortfalls. At September 30, 2013 the company had approximately
$265 million of cash, with pro forma cash of over $600 million for
the 2014 bond offering. Additionally, there was full availability
under the $825 million borrowing base credit facility. Ongoing
reserve additions should increase the borrowing base over time,
which will provide additional liquidity to address negative free
cash flow beyond 2014.

Laredo should have ample head room under the financial covenants
governing the credit facility through 2014 based on projected
spending and debt level. The two financial covenants under the
credit facility are EBITDAX / interest of at least 2.5x (actual
4.7x at September 30, 2013) and a current ratio of at least 1.0x
(actual 6x). The high proportion of hedged oil production supports
both cash flows and the borrowing base since hedged prices are
used in determining borrowing base reserves. There are no debt
maturities until November 2018 when the credit facility expires.
Substantially all of Laredo's assets are pledged as security under
the credit facility which limits the extent to which asset sales
could provide a source of additional liquidity if needed.

The B1 CFR reflects Laredo's growing oil- weighted production and
reserves in the Permian - the largest and most active hydrocarbon
basin in the US; a large, repeatable and diversified drilling
inventory with low geological risks and significant organic growth
potential; a high degree of operational control; and management's
extensive history and experience in the region. The B1 CFR is
constrained by Laredo's small scale and geographically
concentrated upstream operations, which was exacerbated by the
Anadarko asset sales; high leverage in terms of production and
proved developed (PD) reserves; and the significant anticipated
capital expenditures in excess of operating cash flow through
2015.

The stable outlook is based on Moody's expectation that Laredo
will deliver positive operational performance in terms of reserves
and production growth at competitive costs and manage its capital
program and liquidity prudently.

A positive rating action is unlikely in the near term given
Laredo's scale and high leverage. However, an upgrade could be
considered if production can be sustained near 50,000 boe per day
alongside an RCF/Debt ratio above 30%.

A downgrade could result if RCF/Debt declines below 20% or if the
company lacks visibility to reduce the debt to average daily
production ratio (on an LTM basis) below $45,000 per boe by 2015.

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

Laredo Petroleum, Inc. is an independent exploration and
production company headquartered in Tulsa, OK.


LAREDO PETROLEUM: S&P Rates New $350MM Sr. Unsecured Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue
rating to Tulsa, Oklahoma-based Laredo Petroleum Inc.'s proposed
$350 million senior unsecured notes.  S&P also raised the issue
ratings to 'B' (one notch lower than the corporate credit rating)
from 'B-' on the company's existing $1.05 billion of senior
unsecured notes.  At the same time, S&P revised the recovery
rating on the notes to '5' from '6'.  The '5' recovery rating
indicates S&P's expectation of modest (10% to 30%) recovery for
lenders in the event of a default.  Laredo's 'B+' corporate credit
rating remains unchanged.  The outlook is stable.

The upgrade reflects S&P's assessment of the company's asset
valuation based on its midyear 2013 oil and gas reserves.  The
recovery rating revision reflects S&P's higher asset valuation
primarily resulting from increased levels of proved reserves,
resulting in improved recovery  prospects for unsecured note
holders in the event of a default.  S&P expects proceeds from the
proposed notes issuance to be used for general corporate purposes,
primarily to prefund a portion of Laredo's $1 billion capital
spending budget that S&P projects will increase production by 40%
this year.  The corporate credit rating remains unchanged.

"The outlook is stable, reflecting our expectation that leverage
will remain below 3x debt to EBITDA and liquidity remains adequate
while Laredo invests heavily in its Permian properties," said
Standard & Poor's credit analyst Ben Tsocanos.

The potential for an upgrade is limited by the company's
geographic concentration and continued spending in excess of cash
flow.  S&P would consider an upgrade if Laredo were able to
increase its reserves and production commensurate with higher-
rated peers while maintaining leverage of 3x or below.

S&P would consider a downgrade if the company faced material
liquidity issues that limited its access to capital to fund its
growth or if debt to EBITDA exceeded 4.5x for a sustained period.
S&P believes this could occur under a scenario in which capital
spending remains aggressive but production falls short of
expectations or is delayed for an extended period of time.


LIGHTSQUARED INC: Ergen Called to Defend $1 Billion Debt Deal
-------------------------------------------------------------
Christie Smythe and Tiffany Kary, writing for Bloomberg News,
reported that Charles Ergen, chairman of Dish Network Corp., told
the U.S. Bankruptcy Court in Manhattan that his company didn't
consider LightSquared Inc. an attractive acquisition because it
did not necessarily fit with his company, but stated that
LighSquared's valuable spectrum could fit with different
companies.

Mr. Ergen, testifying on Jan. 14, told the Bankruptcy Court that
while Dish was not interested in LightSquared, he remained
interested in investing personally, the report said.  Mr. Ergen
told the Bankruptcy Court that he saw LightSquared as an
opportunity for himself, not Dish.

The report recalled that Mr. Ergen and his company was sued in
August and was accused of secretly accumulating $1 billion in
LightSquared debt so he could control the broadband services
provider's reorganization and use its wireless spectrum to help
Dish expand into wireless.  Mr. Ergen's lawyers told the
Bankruptcy Court that the billionaire had the right to buy the
debt personally and didn't want his name to be known because it
could have driven the price.  LightSquared has said Mr. Ergen
blocked attempts to reveal who was behind the debt purchases and
knew a credit agreement prohibited competitors like Dish from
owning the debt.

                      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.


LIVEDEAL INC: Kabani and Company Raises Going Concern Doubt
-----------------------------------------------------------
LiveDeal, Inc., filed with the U.S. Securities and Exchange
Commission on Jan. 10, 2014, its annual report on Form 10-K for
the fiscal year ended Sept. 30, 2013.

Kabani and Company, Inc., expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company had a net loss of $5.75 million for the year ended Sept.
30, 2013, and had an accumulated deficit of $27.33 million as of
Sept. 30, 2013.

The Company reported a net loss of $5.75 million on $2.35 million
of net revenues for the fiscal year ended Sept. 30, 2013, compared
with a net loss of $1.57 million on $3.07 million of net revenues
for the fiscal year ended Sept. 30, 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$3.99 million in total assets, $823,517 in total liabilities, and
stockholders' equity of $3.17 million.

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

                        http://is.gd/v0ktgw

Las Vegas, Nev.-based LiveDeal, Inc., provides online customer
acquisition services for small-to-medium sized local businesses,
or "SMBs".


LOEHMANN'S HOLDINGS: Court Rejects Key Employee Incentive Plan
--------------------------------------------------------------
The Bankruptcy Court on Jan. 10 entered an order denying, without
prejudice, the request of Loehmann's Holdings Inc., to implement a
"Key Employee Incentive Plan for Certain Insiders."

As reported by the Troubled Company Reporter, Loehmann's proposed
to pay Chief Operating Officer William Thayer and the General
Counsel up to $650,000 in bonuses.  Loehmann's bankruptcy lawyers
said Mr. Thayer has been "working the equivalent of three jobs" as
the company prepares to hold a Jan. 3 auction for the right to
liquidate Loehmann's stores, which employ about 1,600 people.

The Bonus Plan has the support of Whippoorwill Associates, Inc.,
the investment manager for holders of Loehmann's Holdings Inc.'s
second lien and third lien debt, and the Official Committee of
Unsecured Creditors.

The United States Trustee, however, found the Bonus Plan
unnecessary.

Whippoorwill (through its affiliates and accounts) is the largest
creditor and equity holder in the Debtors' cases.  It believes the
Key Employees as designated in the KEIP and were, are, and remain
critical to maximizing value to the estate.  Whippoorwill noted
that although it was not actively involved in the sale process
(because that process was overseen by a special committee of non-
Whippoorwill related directors), in its capacity as secured
lender, Whippoorwill has been kept abreast of the sale process and
negotiations in connection therewith.

Counsel to Whippoorwill are:

     GIBSON, DUNN & CRUTCHER LLP
     Matthew J. Williams, Esq.
     Joshua Weisser, Esq.
     200 Park Avenue
     New York, NY 10166-0193
     Telephone: (212) 351-4000
     Facsimile: (212) 351-5274
     E-mail: jmwilliams@gibsondunn.com

The Committee said it has reviewed and evaluated the terms of the
proposed KEIP and provided the Debtors with substantial feedback.
The key points that the Committee raised concerned (a) the timing
of the payments, because the Committee firmly believes that
economic incentives need to extend beyond the sale's closing to
ensure continued benefits to the Debtors' estates, (b) incentives
to work toward confirmation of a liquidating plan, and (c)
shifting the structure to incentivize Mr. Thayer to work toward
recoveries for general unsecured creditors.  As a result of the
Committee's discussions, the Debtors modified the KEIP to address
these points to the Committee's satisfaction.

The Committee also noted that its professionals have observed the
results of the Key Employees' efforts on a firsthand basis. During
the Debtors' auction, Mr. Thayer worked through the night to
provide information to the bidders and support the auction process
generally.  The Committee believes that the Debtors were
ultimately able to achieve the bids that were submitted at the
auction, in large part, due to Mr. Thayer's unwavering support and
diligent efforts.  While the ultimate proceeds of the auction and
the exact amount of the increase over the stalking horse bid
remain uncertain due to potential purchase price adjustments and
pending reconciliations, it is clear that Mr. Thayer was a
significant contributor to the improved results.

The Committee said the Key Employees will undoubtedly be
instrumental in the transition of the Debtors' assets to the
various purchasers, the wind-down of the Debtors' estates,
identification of any potential cost-reduction or cost-saving
opportunities, and management of the unpredictable (but seemingly
inevitable) issues that arise in these types of cases.

Proposed Counsel to the Committee are:

     KELLEY DRYE & WARREN LLP
     James S. Carr, Esq.
     Robert L. LeHane, Esq.
     Casey B. Boyle, Esq.
     101 Park Avenue
     New York, NY 10178
     Telephone: 212-808-7800
     Facsimile: 212-808-7897

William K. Harrington, the United States Trustee for Region 2,
through trial attorney Paul K. Schwartzberg, Esq., objected to the
Debtor's request, saying the Bonus Motion has been filed to induce
each insider to remain with the Debtors through the chapter 11
sale process.  In a 17-page Objection, the U.S. Trustee said
because the Bonus Plan is a disguised key employee retention plan,
the Debtors must satisfy the requirements of section 503(c)(1) of
the Bankruptcy Code.  The Trustee, however, noted that the Debtors
have not even attempted to meet this burden.

According to the U.S. Trustee, "the bonuses will disincentivize
the participants because the level of proceeds from the sale of
the Debtors' assets already guarantees that each of these insiders
-- without doing anything more to find other bidders -- will each
receive a substantial bonus.  The two insiders will satisfy the
first bonus metric if the sale is closed at a level equal to
approximately 60% to 65% of the current stalking horse bid which,
upon information and belief, was negotiated prior to the creation
of the purported incentive based bonus program.  Moreover, because
the deadline for bids on the Debtors' assets, which ultimately
determines the level of bonuses to be paid, was December 31, 2013
-- less than one week after the filing of the Bonus Motion, the
Bonus Motion simply does not, and cannot, incentivize future
results. Rather, the Bonus Motion has been filed to induce each
insider to remain with the Debtors through the chapter 11 sale
process."

                        About Loehmann's

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

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

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

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

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

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

On Dec. 23, 2013, the Office of the United States Trustee for
Region 2 appointed the Committee, consisting of C2 Imaging LLC,
DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail
Consolidators, Regency Centers L.P., and Rutherford JV.  On Dec.
30, 2013, Fownes Brothers & Co. resigned from the Committee.  On
Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design
Forum Ltd. to the Committee.  The Committee selected Kelley Drye &
Warren LLP as its proposed legal advisors and FTI Consulting, Inc.
as its financial advisors.

Loehmann's held auctions on Jan. 3 and 4, 2014.  A joint venture
among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty
Partners LLC acquired the rights to conduct going-out-of-business
sales by buying inventory, furniture, fixtures, accounts
receivable and cash.  They bid $19 million.

Madison Capital Holdings LLC won the auction for the lease-
designation rights, and can look for other retailers to take over
Loehmann's leases.  Esopus Creek Advisors LLC won the auction for
intellectual property.

Loehmann's hasn't disclosed the size of the winning bids,
according to Bloomberg News.

On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint
venture of SB Capital, Tiger Capital and A & G Realty to conduct
"Going Out of Business" sales in each of Loehmann's 39 locations
in 11 states and the District of Columbia.  The GOB sales began
Jan. 9.


LOEHMANN'S HOLDINGS: Committee Objection at Jan. 16 Cash Hearing
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York granted Loehmann's Holdings Inc., et
al., interim authorization to use cash collateral until Jan. 17,
2013.

The Debtors asserted in their Jan. 6, 2014 filing in response to
the Official Committee of Unsecured Creditors' motion for
reconsideration of (a) the first priority interim cash collateral
order and (b) the junior priority interim cash collateral order
that they do not have sufficient available sources of working
capital and financing to carry on the normal course operation of
their business without use of the secured creditors' cash
collateral.

The Debtors separately sought and received entry of an order of
the Court to use the cash collateral of the (i) first lien secured
creditor -- Wells Fargo Bank, National Association, as
administrative agent and collateral agent, and the lenders from
time to time party thereto; (ii) the second lien secured creditor
-- Law Debenture Trust Company of New York, in its capacity as
administrative agent and collateral agent, and the other lenders
party thereto; and (iii) the third lien secured creditor -- Law
Debenture Trust Company of New York, in its capacity as
administrative agent and collateral agent, and the other lenders
party thereto.  As adequate protection, the secured creditors are
granted replacement liens and.  If, and to the extent that, the
replacement liens and adequate protection payments are
insufficient to provide adequate protection for the secured
creditors, as additional adequate protection, the secured
creditors are granted allowed superpriority claims against the
Debtors' estates.

The final hearing to consider entry of the final order and final
approval of the Debtors' request for use of the secured creditors'
cash collateral is scheduled for Jan. 16, 2014 at 2:00 p.m. (ET).

On Jan. 13, 2013, the Committee filed an objection to the Debtors'
use of cash collateral, claiming that it has not seen a draft of
the proposed junior priority final order or a proposed final
budget that allows the Debtors to use the cash collateral of
entities related to Whippoorwill Associates, Inc., the majority
holder of the Debtors' second and third lien debt and the Debtors'
controlling equity holders.

"Whippoorwill seeks the benefit of an expedited process for the
monetization of its collateral while requiring the costs incurred
by that process to be paid using proceeds of unencumbered assets -
- primarily the Debtors' leasehold interests and augmented
inventory that will be sold in the Debtors' stores," James S.
Carr, Esq., at Kelley Drye & Warren LLP, the attorney for the
Committee stated.

The Debtors, in a court filing dated June 6, 2014, said that it
recognizes that the Committee takes issue with certain of the
relief granted in the junior priority interim order; most
crucially, the application of sale proceeds to pay down the second
lien debt after the sale closing, specifically with respect to the
proceeds of the lease designation rights and augmented goods.  To
address the concerns raised by the Committee, the Debtors have
engaged in negotiations with the second lien secured parties and
received a number of concessions from them, including an agreement
to allow the Debtors to hold back the distribution of proceeds
with respect to the Disputed Asset Classes pending further order
of the Court, so long as the remaining asset sale proceeds are
distributed to Law Debenture, as collateral agent for the second
lien secured parties, consistent with the terms of the junior
priority interim order and the applicable prepetition loan
documents.

All of the provisions of the junior priority interim order are
still subject to the final approval of this Court at the hearing
scheduled to take place on Jan. 16, 2014.

Whippoorwill, in a filing dated Jan. 6, stated that the Committee
bases its allegations of manifest injustice on factual
inaccuracies and challenges interim order provisions which are
expressly subject to entry of a final order.

DSW Leased Business Division LLC, aka Affiliated Business Group,
in its Jan. 6, 2014 court filing, requested that the Court refrain
from altering the provision requiring all parties to bring any
challenge to what constitutes merchandise under the supply
agreement within one business day as contemplated by the first
priority and junior priority interim orders.  DSW and Debtor
Loehmann's Operating Co. and Debtor Loehmann's Holdings, Inc., as
guarantor, are parties to a pre-petition supply agreement dated
June 20, 2013, by and through which DSW agreed to consign certain
merchandise to LOC for LOC to sell in 39 stores and on-line.

"The merchandise, including DSW Net Revenue, and the patented
display fixtures owned by DSW and installed in the Debtors retail
stores for promotion of the consigned goods are not property of
the Debtors' estate and any sale of the merchandise must be in
accordance with the supply agreement and include delivery of DSW
Net Revenue to DSW as provided in the supply agreement post-
petition," DSW stated.

DSW is represented by:

         Michael R. Dal Lago, Esq.
         HAHN LOESER & PARKS LLP
         800 Laurel Oak Drive, Suite 600
         Naples, FL 34108
         Tel: (239) 254-2900
         E-mail: mdallago@hahnlaw.com

                - and -

         Nancy A. Valentine, Esq.
         HAHN LOESER & PARKS LLP
         200 Public Square, Suite 2800
         Cleveland, Ohio 44114
         Tel: (216) 621-0150
         E-mail: navalentine@hahnlaw.com

                And

         MORITT HOCK & HAMROFF LLP
         Leslie Berkoff
         400 Garden City Plaza
         Garden City, NY 11530
         Tel: (516) 873-2000
         E-mail: lberkoff@moritthock.com

The Committee is represented by:

         KELLEY DRYE & WARREN LLP
         James S. Carr, Esq.
         Robert L. LeHane, Esq.
         Benjamin D. Feder, Esq.
         101 Park Avenue
         New York, New York 10178
         Tel: (212) 808-7800

Whippoorwill is represented by:

         GIBSON, DUNN & CRUTCHER LLP
         Matthew J. Williams, Esq.
         Joshua Weisser, Esq.
         200 Park Avenue
         New York, New York 10166-0193
         Tel: (212) 351-4000
         Fax: (212) 351-5274
         E-mail: mjwilliams@gibsondunn.com
                 jweisser@gibsondunn.com

                        About Loehmann's

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

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

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

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

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

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


LOEHMANN'S HOLDINGS: US Trustee Names Alan Chapell as Ombudsman
---------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, appointed Alan
Chapell as consumer privacy ombudsman in the Loehmann's Holdings
Inc., et al., bankruptcy cases in respect of the transaction
approved by the order approving bidding procedures for the sale of
certain of the Debtors' assets free and clear of all liens, claims
and encumbrances.

                        About Loehmann's

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

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

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

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

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

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


LONG ISLAND COLLEGE HOSPITAL: BHC Revises Proposal
--------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that Brooklyn Hospital Center' General Counsel Stacy Friedman on
Monday notified SUNY's contract office that the hospital will
amend its Sept. 13 response to SUNY Downstate's request for
proposals for Long Island College Hospital.  Brooklyn Hospital's
original proposal offered some health services in conjunction with
Lutheran Medical Center. For its "amended proposal," it partners
with what it calls a "well-capitalized developer" and has plans
for emergency, primary and specialty care at LICH.

Crain's notes SUNY currently holds the view that Brooklyn Hospital
is no longer part of the RFP process, and is considering a plan by
Fortis Property Group nstead.  But Fortis just substantially
overhauled its RFP response, adding NYU Langone Medical Center as
its health care partner while booting ProHealth Care Associates, a
multi-specialty physician group practice that was its original
partner.

According to Crain's, Monday's letter also asserted that Manhattan
hospitals, including NYU Langone, have an "ongoing practice of
siphoning commercially insured patients from Brooklyn's wealthiest
neighborhoods to already well-endowed financially stable medical
centers."

LICH is bleeding money, and overhauling the RFP would of course
prolong the red ink.  Still, argued Brooklyn Hospital, "the strong
public interest here compels that process does not displace
substance," according to the report.

A SUNY spokesman had no comment, Crain's adds.


LONGVIEW POWER: Feb. 10 Hearing on Plan Confirmation
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 10, 2014, at 10:00 a.m., to consider the
confirmation of Longview Power, LLC, et al.'s Joint Plan of
Reorganization.  Objections, if any, are due Jan. 27, at 5:00 p.m.

Ballots accepting or rejecting the Plan are due Jan. 27.  Ballots
must be submitted to:

         Longview Power, LLC
         c/o Donlin, Recano & Company, Inc.
         419 Park Avenue South
         New York, NY 10016
         Tel: (800) 967-4614

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

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

As reported in the Troubled Company Reporter on Dec. 27, 2013,
the Debtor won court permission to start polling creditors on a
Chapter 11 restructuring that swaps more than $1 billion in debt
for equity and provides money to fix its troubled plant.  Once
creditors cast their ballots, Longview will return to court
to seek confirmation of the Chapter 11 exit plan, the report
related.  Under the plan, existing lenders have agreed to provide
$150 million to fund emergence and repair the plant, which is in
West Virginia.

Under the Plan, general unsecured creditors owed an estimated $4.5
million will get a recovery of 5.5% to 22%.

The company had added information to fend off preliminary
objections from contractors.  Kvaerner North American Construction
Inc., stated that the Debtors failed to mention the various
disputes between the contractors and Longview.

Fifth Third Bank said the Debtors' Disclosure Statement fails to
disclose adequate information to enable Fifth Third to make an
informed decision when voting on the Plan.  Fifth Third believes,
and avers, the leases are true leases and not secured claims.

Wilmington Trust, N.A., in its capacity as successor agent under a
credit agreement dated as of May 18, 2009, as amended, among
Dunkard Creek Water Treatment System, LLC, and AMD Reclamation,
Inc., Portigon AG, New York Branch, formerly known as WestLB AG,
New York Branch, as administrative agent, collateral agent, et
al., said the Disclosure Statement requires appropriate revisions
because it contains materially misleading and confusing
information concerning the terms under which the Dunkard Option
may be exercised.

Wilmington asserts claim amounting to $42.3 million principal.

The Ad Hoc Group of Unsecured Creditors said adequacy of
information is most critical to the treatment of all general
unsecured creditors, including the Ad Hoc Group, under the
proposed Plan.

On Dec. 17, holders of approximately 60 percent of the debt
outstanding under the Longview Credit Agreement issued a statement
in support of the Debtors' motion for approval of the Disclosure
Statement.

The Debtors' boards of managers also have approved the plan and
the restructuring transactions contemplated therein and believe
the Plan is in the best interests of the Debtors' estates.

The Debtors have until Jan. 20, to provide notice to Fifth Third
Bank's counsel regarding the Plan's Treatment of the Fifth Third
Leases.

                     About Longview Power LLC

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

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

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

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

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


LOTHIAN OIL: Supreme Court Rejects Challenge to Bankruptcy Deal
---------------------------------------------------------------
The U.S. Supreme Court, in its weekly order list, did not grant
certiorari to the Anti-Lothian Bankruptcy Fraud Committee's
challenge of a ruling by the U.S. Court of Appeals for the Fifth
Circuit concerning rulings made by the judge overseeing the
bankruptcy case of Lothian Oil, Incorporated.

As previously reported by The Troubled Company Reporter, Anti-
Lothian is an unofficial group of shareholders seeking remedies
for alleged fraudulent transfers of property between Lothian Oil
and creditor entities headed by a company called the Belridge
Group.  On June 13, 2007, Lothian filed for Chapter 11 bankruptcy
protection.  The same day, motions were filed to approve
settlement agreements between the Debtor and two creditors: Nawab
Energy Partners, LP and Frio Energy Partners, LP.  The agreements,
approved by the bankruptcy court on July 16, 2007 -- 2007
Compromise Orders -- involved the settlement of lawsuits
previously brought by Lothian to protect properties on which the
Belridge Group companies were attempting to foreclose.

According to Law360, the settlement gave competitor Nawab Energy
$200 million worth of property for $115,000.

The Supreme Court case is ANTI LOTHIAN BANKRUPTCY FRAUD V. LOTHIAN
OIL, INC., ET AL., 13-523, U.S. Supreme Court (Washington).  The
appeal is ANTI LOTHIAN BANKRUPTCY FRAUD COMMITTEE; ISRAEL
GROSSMAN, Appellants, v. LOTHIAN OIL, INCORPORATED, Jointly
Administered Member Cases Lothian Oil (USA Inc.; Lothian Oil Texas
I, Inc.; Lothian Oil Texas II, Inc.; Lothian Oil Investments I,
Inc.; Lothian Oil Investments II, Inc.; LeaDI JVGP, Inc.); NAWAB
ENERGY PARTNERS, L.P.; FRIO ENERGY PARTNERS, LP, Appellees, No.
11-51082 (5th Cir.).

                         About Lothian Oil

Based in Midland, Texas, Lothian Oil Inc. was a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection (Bankr. W.D. Tex. Case No. 07-70121) on
June 13, 2007.  The Debtors were represented by lawyers at Haynes
and Boone, LLP.  When Lothian sought bankruptcy, it listed assets
and debts between $1 million to $100 million.  On June 27, 2008,
the bankruptcy court confirmed a plan of liquidation.


LUCKY PIES: Standard Bank Files Foreclosure Action
--------------------------------------------------
Standard Bank & Trust Company, Plaintiff, v. Lucky Pies, LLC;
Artifex, Inc.; Jan Niznik; Barbara Niznik; Edward Niznik a/k/a
Edward S. Niznik; Richard M. Niznik; Daniel K. Zolkowski; Amy F.
Williamson a/k/a Amy Zolkowski; Standard Bank & Trust Company, a
Corporation of Illinois, as Trustee under Trust Agreement dated
April 5, 2006 and known as Trust Number 19398; Unknown Owners and
Non-Record Claimants, Defendants, 2013 CH 23427, was commenced in
in the Circuit Court of Cook County, Illinois County Department -
Chancery Division, to seek foreclosure of a Collateral Assignment
of Beneficial Interest.  The Collateral Assignment of Beneficial
Interest conveyed the real property commonly known as 1020-22 W.
Roscoe St., Chicago, IL 60618 PIN: 14-20-412-028-0000

The Defendants were requird to file an answer to the complaint or
otherwise file an appearance in the office of the Circuit Court
Clerk, by Dec. 2, 2013, or a default may be entered against them.

Standard Bank is represented by:

     John K. Gerrity, Esq.
     CHUHAK & TECSON, P.C.
     30 South Wacker Drive, Suite 2600
     Chicago, IL 60606
     Tel: (312) 855-6107
     E-mail: jgerrity@chuhak.com


M*MODAL INC: Enlists Restructuring Advisers
-------------------------------------------
Emily Glazer and Ryan Dezember, writing for The Wall Street
Journal, reported that M*Modal, a medical services company owned
by a J.P. Morgan Chase & Co. private-equity arm, has tapped
restructuring advisers in recent weeks as it contends with a heavy
load of buyout debt and declining sales, people familiar with the
matter said.

According to the report, citing people familiar with the matter,
M*Modal has enlisted restructuring bankers at Lazard Ltd., lawyers
at Dechert LLP, and turnaround advisers at Alvarez & Marsal.

Bankruptcy isn't imminent for the company, which transcribes
doctors' voice recordings and develops voice-recognition software
for the medical industry, these people said, the Journal related.

The Journal, citing securities filings and credit-ratings firm,
said M*Modal has about $750 million in debt, close to three times
what it carried before the August 2012 buyout from JPMorgan.  The
Journal also pointed out that Moody's Investors Service and
Standard & Poor's each downgraded M*Modal deeper into junk
territory this year as the company's results weakened.

MILLICOM INTERNATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the long-term foreign-currency and
local currency Issuer Default Ratings (IDRs) of Millicom
International Cellular, S.A. (MIC) at 'BB+' with a Stable Outlook.
Fitch has also affirmed MIC's senior unsecured debt at 'BB+.'

MIC's ratings reflect the company's geographically diversified
portfolio, leading market positions in most of its markets, good
liquidity and solid pre-dividend free cash flow (FCF) generation.
The ratings are tempered by the company's increasing leverage due
to recent M&A activities, historically-high shareholder returns,
exposure to markets with low sovereign ratings and low GPD per
capita, pricing pressures, and debt allocation between
subsidiaries and holding company.

Temporary Hike in Leverage

Negative pressure on MIC's ratings is increasing as its financial
leverage will significantly increase when the company completes
the merger between its subsidiary, Colombia Movil, and UNE EPM
Telecomunicaciones S.A. (UNE) in the first half of 2014 (1H'14).
The merger will increase MIC's net debt by USD1.3 billion which
will result in its financial net leverage, measured by total
adjusted net debt to operating EBITDAR, rising above 2.0x in 2014
from 1.5x at end-2012.

However, Fitch believes the expected increase in leverage to be
temporary in 2014, as the company is likely to reduce its
aggressive shareholder return policy.  The company paid only
USD264 million dividend in 2013.  This was a sharp reduction from
USD731 million including share repurchase in 2012.  Fitch believes
total shareholder returns in 2014 and 2015 will remain in line
with the 2013 level, which will lead to positive FCF and leverage
of less than 2.0x over the medium term.

A slower-than-expected deleveraging due to a lack of the company's
commitment to restraining dividends, acquisitions, or a further
deterioration in its operating performance will immediately place
negative pressure on the ratings.

Margin Erosion

MIC's EBITDA margin is likely to continue to deteriorate in 2014
and 2015 due to intense competition.  Mobile ARPU is trending
downwards in all of its operational geographies amid increasing
market saturation in Latin America.  In addition, the increasing
revenue proportion of less-profitable fixed-line business and
online services will place pressure on margins.  Some of the
increase in fixed line revenue is attributable to the merger with
UNE.  In 2012 and 2013, the company recorded a negative EBITDA
growth despite a stable subscriber number growth, suppressing the
margin down to 37.3% and 39.8% in the first nine months of 2013
and 2012, respectively, from about 44% in 2009-2011.

Improving Competitive Position in Colombia

The planned merger with UNE will strengthen MIC's market position
in Colombia, as UNE's fixed-line network and products complement
MIC's operation in terms of both geography and products offerings.
The merger will also enhance product diversification, as well as
operational cost savings.  This synergy is important for MIC as
Colombia has been the fastest growing market in terms of revenue
contribution among MIC's markets.  Although any dividend upstream
is not likely for the foreseeable future given the high leverage
of the newly formed entity, the addition of UNE will help MIC turn
around its EBITDA growth from 2014.

MTN Investment Into AIH Is Positive

The MTN Group's (MTN) investment to acquire a third of the stake
in MIC's online business joint venture, African Internet Holding
(AIH), is positive from both financial and operational
perspectives.  MTN's local expertise, as Africa's largest mobile
operator, can be of great value to AIH's business strategy.  In
addition, as this investment will provide much needed cash for
EBITDA-loss-making operation of AIH, MIC will not inject
additional capital into this venture beyond the already-committed
amount of EUR35 million in 2014.

Concentration in Low-Rated Sovereigns

Despite the diversification benefit, MIC's ratings are constrained
by its operational footprint in only Latin America and Africa with
low sovereign ratings and GDP per capita.  The operational
environment in these regions, in terms of political and regulatory
stability and economic conditions, tend to be more volatile than
developed market which could potentially affect MIC's operations
negatively.  This also adds currency mismatch risk as 36% of MIC's
total debt at end-September 2013 was based on USD while most of
its cash flows are generated in local currencies in each country.

Leading Market Positions

MIC has retained its market leader positions in most of its key
cash generating operating companies in Latin America backed by its
effective marketing strategy, strong brand recognition, and
extensive network and distribution channels.  The company's
subscriber growth remains solid, adding 1.5 million new mobile
subscribers in the third quarter of 2013 (3Q'13), and its
increasing investment into fixed-line and media will help provide
increasing cross-selling opportunities to acquire more revenue
generating units.  Fitch believes MIC's market position in key
markets will remain intact in the short to medium term.

Diversifying Revenue Mix

MIC's future revenue growth will be more centered on non-voice/SMS
services as it tries to alleviate pressures on the traditional
voice/SMS revenues.  As a result of its strategy, 56% of the total
revenue growth in the first nine months of 2013 was generated from
the non-mobile segment such as online, mobile finance, and media.
Therefore, mobile revenue portion is likely to decline below 70%
in 2015 from about 83% in 2013.

Sound Liquidity

As of Sept. 30, 2013, the consolidated group cash was USD1.0
billion and total on-balance sheet debt was USD3.4 billion, with
24% allocated to the holding company.  Debt maturities are well
spread with an average life of five years.  Fitch does not foresee
any liquidity problem for both the operating companies and the
holding company given operating companies' stable cash generation
and their consistent cash upstream to the holding company.

Dividend Streams Mitigate Structural Subordination

The creditors of the holding company may be subject to structural
subordination to the creditors of the operating subsidiaries given
all cash flows are generated by subsidiaries, which held 76% of
the total group debt at end-Q313.  However, it is our view that a
very stable and high level of cash upstream, mostly through
dividend, by subsidiaries is likely to remain intact over the long
term.  Therefore, Fitch does not foresee any material risk from
this structural weakness.

Rating Sensitivities

Negative rating action can be considered in case of an increase in
net debt to EBITDAR above 2.0x-2.5x without a clear path to
deleveraging due to any one or combination of the following: M&A
activity, including additional funding the online business,
aggressive shareholder distributions, competitive or regulatory
pressures on its operations.

Positive rating action can be considered if its financial leverage
improves towards 1x on a sustained basis due to improvement in its
operational competitiveness and resultant stronger cash
generation, less aggressive shareholder returns, or a higher level
of diversification in cash flow generations across its
geographies.


MINGUS CONSTUCTORS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mingus Constuctors, Inc.
        844 N. 4th Ave.
        Phoenix, AZ 85003-1314

Case No.: 14-00405

Chapter 11 Petition Date: January 13, 2014

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

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: Clint W. Smith, Esq.
                  CLINT W. SMITH PC
                  1423 S Higley Road Suite 120
                  Mesa, AZ 85206
                  Tel: 480-807-9300
                  Fax: 480-275-5626
                  Email: cws@cwspclaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ray E. Bluff, president.

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


MT. LAUREL LODGING: NRB Bid to Reset Valuation Hearing Denied
-------------------------------------------------------------
The Bankruptcy Court denied the request of creditor National
Republic Bank of Chicago to continue the valuation hearing and to
modify the order scheduling a hearing to value the claim in the
Chapter 11 case of Mt. Laurel Lodging Associates, LLP.

The Court found that the motion filed on Dec. 26, 2013, is
improper.

On Dec. 30, the Debtor objected to the creditor's motion stating
that NRB erroneously alleges that the Debtor cannot confirm a plan
over its objection and the Court must not value the Debtor's hotel
until the plan confirmation hearing.  According to the Debtor,
determining whether it can confirm a plan over NRB's objection is
premature at this stage of the case and irrelevant to the Debtor's
request to value NRB's secured claim.

NRBC, in its objection to the Debtor's motion for valuation of
claim, stated that, among other things:

   A. it is extremely unlikely the Debtor will treat NRBC as
      "undersecured;"

   B. the Debtor must be required to file a plan setting forth
      the Debtor's proposed value for the collateral; and

   C. collateral valuation should occur at the time of
      confirmation of a plan and the valuation process must
      not commence until a plan has been filed.

Accordingly, the Debtor must be required to file its proposed plan
by Jan. 10, 2014, and the plan must indicate the Debtor's position
on the value of NRBC's collateral, and whether the Debtor intends
to treat NRBC as an undersecured or fully secured creditor.

As reported in the Troubled Company Reporter on Dec. 3, 2013, the
Debtor obtained a loan from NRB on Oct. 25, 2007, in the original
principal amount of $15 million to build the Hotel.  From January
2009 through October 2011, the Loan Documents were amended six
times.  The Loan matured on Oct. 23, 2013.

NRB has not yet filed a proof of claim and the Debtor reserves the
right to contest the claim on any basis if or when the claim is
filed.

In this connection, the Debtor wants to determine the amount of
NRB's secured claim, if any, to determine NRB's treatment under a
reorganization plan that the Debtor intends to file.

             About Mt. Laurel Lodging Associates, LLP

Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed
for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No.
13-11697) on Nov. 4, 2013.

Bankruptcy Judge Robyn L. Moberly presides over the case.  Brian
A. Audette, Esq., at Perkins Coie LLP, and Andrew T Kight, Esq.,
at Taft, Stettinius & Hollister LLP represent the Debtor in their
restructuring efforts.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petitions were signed by Bharat
Patel, general partner.


NEPHROS INC: Plans to Offer 9.1 Million Common Shares
-----------------------------------------------------
Nephros, Inc., filed with the U.S. Securities and Exchange
Commission a preliminary prospectus relating to the offering of up
to 9,166,667 shares of common stock issuable upon the exercise of
non-transferable rights to subscribe for those shares.

Subject to the satisfaction of certain conditions including
compliance with all obligations under a $1.5 million note, related
security agreement and the other transaction documents between
Lambda Investors and the Company, Lambda Investors has advised the
Company that it intends to exercise its subscription privilege in
full and, to the extent that after the closing of the rights
offering there still remain unsubscribed shares of common stock,
Lambda Investors will have the right, but not the obligation, to
purchase any or all those remaining unsubscribed shares within ten
days of the closing of the Rights Offering.

The subscription rights will expire if they are not exercised by
5:00 p.m., Eastern Time, on [     ], 2014, unless the Company
extends the subscription period in its sole discretion, but in no
event by more than 60 days from the date of this prospectus.
However, the Company's board of directors reserves the right to
cancel the rights offering at any time, for any reason.  If the
rights offering is cancelled, all subscription payments received
by the subscription agent will be returned promptly.

Shares of the Company's common stock are quoted on the OTC
Bulletin Board under the ticker symbol "NEPH."  The shares of
common stock issued in the rights offering will also be quoted on
the OTC Bulletin Board under the same ticker symbol.  The
subscription rights will not be listed for trading on any stock
exchange or market or quoted on the OTC Bulletin Board.

This is not an underwritten offering.  The shares are being
offered directly by the Company without the services of an
underwriter or selling agent.

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

                         http://is.gd/SgLlJi

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros reported a net loss of $3.26 million in 2012, a net loss
of $2.36 million in 2011, and a net loss of $1.9 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $2.55
million in total assets, $2.12 million in total liabilities
and $430,000 in total stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros' ability to continue as a going concern,
following its audit of the Company's financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has incurred negative cash flow from operations and net
losses since inception.


NEW ENGLAND COMPOUNDING: Court Could Take Up Meningitis Deal Soon
-----------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that attorneys working to settle litigation over a deadly fungal
meningitis outbreak told the U.S. District Court in Boston that
they hope to finalize a tentative $100 million-plus deal and
present it for court approval in the next two months.

Attorney Michael Gottfried, who represents the bankruptcy trustee
for New England Compounding Pharmacy Inc., said the trustee aims
to file a motion with the bankruptcy court to have those
settlements approved in the next 30 days or so.  That settlement
would likely be a key component of the bankrupt pharmacy's Chapter
11 plan, according to David Molton, an attorney for the pharmacy's
unsecured creditors, the report cited.

The report recalled that the New England pharmacy, which faces
litigation related to the outbreak, last month tentatively agreed
to create a fund to pay more than $100 million victims and their
families. According to the Centers for Disease Control and
Prevention, 64 people have died and about 700 others have fallen
ill as a result of the outbreak.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800


NEWMARKET CORP: S&P Raises Corp. Credit Rating From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richmond, Va.-based NewMarket Corp. to 'BBB' from 'BB+'.
The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's senior unsecured notes due 2022 to 'BBB' from 'BB+' and
withdrew the recovery rating on this debt.

"The upgrade follows the company's sustained strong profitability
and cash generation that combined with proceeds from the sale of
real estate assets has allowed NewMarket to reduce leverage and
improve credit metrics," said Standard & Poor's credit analyst
Pranay Sonalkar.  In S&P's view, stable industry dynamics and
NewMarket's competitive position will allow it to maintain its
profitability and credit measures, even after implementing
financial and strategic initiatives aimed at increasing
shareholder returns, diversity, and growth.

NewMarket competitive position benefits from balanced supply and
demand in the industry which continues to support a healthy EBITDA
margin.  S&P's assessment of a "satisfactory" business risk
profile reflects NewMarket's good market position within the
mature global petroleum additives industry.  Given the low organic
growth rates in the industry, product innovation is important and
NewMarket has a good track record especially within the driveline
additives sub-market.  However, its three major competitors have
substantial technical and financial resources to fund research and
development (R&D) costs to meet new product specifications.  The
high R&D costs and well entrenched customer relationships are
formidable entry barriers.  NewMarket's significant customer
concentration and its limited product offerings offset some of the
strengths.

The stable outlook on NewMarket Corp. reflects Standard & Poor's
Ratings Services' view that industry dynamics are relatively
balanced and the company will maintain credit metrics at levels
that are appropriate for the rating.  S&P's base-case scenario
incorporates its expectations that NewMarket will be able to
maintain FFO to debt of between 50% and 60% in 2014 and 2015.
Importantly, this scenario incorporates our expectations that
management will support sustainable credit quality by maintaining
a prudent approach to funding growth and shareholder rewards.

S&P considers a higher rating unlikely under the company's current
financial policy because it expects any potential improvement in
credit metrics into the minimal category to be temporary.  S&P
bases this expectation on stated financial policy that will likely
reward shareholders if cash balances build.  Over the longer term,
S&P could raise the rating if competitive dynamics in the global
petroleum additives industry remain generally favorable and
NewMarket's competitive position within the industry improves.

S&P could consider lowering the rating if the company's operating
profitability erodes materially, or if its ratio of FFO to debt
unexpectedly deteriorates to below 45%.  In S&P's view, this would
require a 300 basis point reduction in margins and no revenue
growth which could result from higher and more volatile base oil
prices or if the company pursues a large debt-funded acquisition.


NEWPAGE CORP: Moody's Rates Proposed $750-Mil. Term Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to NewPage
Corporation's proposed $750 million term loan maturing 2021.
NewPage's B1 corporate family rating (CFR) and B1-PD probability
of default rating (PDR) remain under review for possible
downgrade. The review was initiated on January 8, 2014, by the
company's announcement that it has signed a definitive agreement
to be acquired by Verso Paper Holdings LLC's (B3 with ratings
under review with direction uncertain) in a transaction valued at
$1.4 billion.

Assignments:

Issuer: NewPage Corporation

Senior Secured Bank Credit Facility, Assigned a range of LGD4,
57 %

Senior Secured Bank Credit Facility, Assigned B2; Placed Under
Review for further Downgrade

Ratings Rationale

The proceeds from the proposed $750 million term loan will be used
to repay NewPage's existing $500 million term loan and fund a
special dividend of $250 million to NewPage's equity holders in
connection with the acquisition agreement with Verso. The term
loan is secured by a first lien on the fixed assets and a second
lien on the current assets of NewPage. The B2 rating on the term
loan reflects its ranking behind the proposed five year $350
million unrated asset based revolving credit facility (ABL), which
has a first lien on the current assets and a second lien on the
fixed assets securing the term loan. The proposed $350 million ABL
will replace NewPage's existing $350 million ABL (unrated) which
matures in 2017.

Moody's review will continue to focus on: the proposed capital
structure and the anticipated operating and financial performance
of NewPage, Verso and the combined company; the integration
process and the ability to move funds within the combined company;
and the size, cost, pace and allocations of realizable cost
synergies. It is anticipated that following the acquisition,
NewPage and Verso will be operated as separate legal entities with
a shared services agreement. The review will also assess the
liquidity arrangements and the company's business prospects in the
challenging coated paper industry which is facing secular decline.

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

Headquartered in Miamisburg, Ohio, NewPage, a private company, is
the largest coated paper producer in North America with 15 paper
machines at 8 paper manufacturing mills.

Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America with 8 paper machines at
three paper manufacturing mills.


NOVAP CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Novap Corp, a Nevada corp.
        7855 Vantage Ave
        North Hollywood, CA 91605

Case No.: 14-10188

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: William H Brownstein, Esq.
                  WILLIAM H BROWNSTEIN & ASSOCIATES, PC
                  1250 6th St Ste 205
                  Santa Monica, CA 90401-1637
                  Tel: 310-458-0048
                  Fax: 310-576-3581
                  Email: Brownsteinlaw.bill@gmail.com

Total Assets: $3.25 million

Total Liabilities: $3.54 million

The petition was signed by George Panoussis, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-10188.pdf


NRG ENERGY: Moody's Rates Sr. Unsec. Notes B1 & Affirms Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service, assigned a B1 rating to NRG Energy
Inc.'s new $1,100 million senior unsecured notes due 2022, issued
to fund the acquisition of generating assets from Edison Mission
Energy. At the same time, Moody's has affirmed all of NRG's
ratings, including its corporate family rating at Ba3, probability
of default rating of Ba3-PD, senior unsecured debt rating of B1,
and senior secured rating at Baa3. The outlook is stable.

"We view the acquisition to be credit neutral," said Moody's Vice
President Toby Shea. "The company's overall asset quality and
scale will improve incrementally (adding 8 GW to 47 GW of existing
capacity) while the debt leverage will stay within Moody's
expectation, with CFO Pre-WC to debt ratio in the range of 7% to
9%."

Ratings Rationale

NRG's Ba3 corporate family rating primarily reflects its position
as the largest independent power producer in the U.S. by
generating capacity. The rating also incorporates the company's
significant debt leverage and the current weak market conditions
for U.S. merchant companies. Current weak market conditions have
been heavily driven by low natural gas prices, for which Moody's
does not foresee a meaningful recovery in the next few years due
to the glut of natural gas reserves created by shale gas
development. Widespread surplus generating capacity has also been
an important contributing factor for the current market conditions
as well. Fortunately for NRG, the company has a large presence in
Texas -- the only region in the U.S. with consistent growing load
requirements and tight supply. As the incumbent, NRG's retail
operation in Texas also provides sizeable, stable cash flow. NRG's
corporate family rating of Ba3 is rated two notches higher than
the corporate family rating for its GenOn subsidiaries, reflecting
NRG's limited support to its GenOn subsidiaries.

What Could Change the Rating - Up

A fundamental improvement in the merchant power market or a
moderation in NRG's current debt leverage to above 10% CFO-pre-
working-capital/debt on a consolidated basis could result in
upward rating pressure.

What Could Change the Rating - Down

Moody's may take a negative rating action should cash flow
leverage deteriorates significantly, to 3% CFO-pre-working-capital
to debt on a consolidated basis or 7% CFO-pre-working-capital to
debt without the effects of GenOn.

NRG, headquartered in Princeton, NJ, is a leading independent
power producer with ownership interests in 47 GW of generating
capacity.

Rating Affirmed

Issuer: NRG Energy, Inc.

Corporate Family Rating: Ba3

Senior Secured Rating: Baa3, LGD2, 13%

Senior Unsecured Rating: B1, LGD4, 63%

Probability of Default Rating: Ba3-PD

Speculative grade liquidity rating: SGL-2

Assignments:

$1,100 million Senior Notes due 2022, Assigned B1 LGD4, 63%

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


OIL FLATS LEASING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Oil Flats Leasing, LLC
        6514 Tulip Lane
        Dallas, TX 75230

Case No.: 14-30281

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Steve Topletz, managing member.

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


PHARMEDIUM HEALTHCARE: Moody's Assigns 'B3' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to PharMEDium Healthcare
Corporation. Concurrently, Moody's assigned a B1 rating to the
company's proposed first lien senior secured credit facilities and
a Caa2 rating to the proposed second lien senior secured term
loan. The rating outlook is stable. This is the first time that
Moody's has rated PharMEDium.

The company intends to use the proceeds from the above debt
issuance, combined with cash equity from Clayton, Dubilier & Rice
("CD&R" or the "Sponsor") to fund a leveraged buyout by the
sponsor, to refinance existing debt and to pay fees and expenses.

The following ratings have been assigned subject to review of
final documentation:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

First lien senior secured credit facilities at B1 (LGD3, 31%)

Second lien senior secured term loan at Caa2 (LGD5, 84%)

Rating Rationale

The B3 CFR incorporates the business risk arising from
PharMEDium's singular focus on the sterile compounding outsourcing
service industry and heightened regulatory risk in light of the
increasing regulatory oversight of the industry. These upcoming
changes, as contemplated in the recently approved Drug Quality and
Safety Act (DQSA), could materially impact the company's
operations and financial results. The rating also incorporates the
company's small size, fragmented industry characteristics and
aggressive financial leverage deployed in the capital structure as
a result of the LBO transaction. Moody's expects debt/EBITDA to
remain above 5.5x in the next 12-18 months.

Positive rating considerations were given to the company's leading
market position in the niche SCSP (sterile compounding service
providers) industry, a broad product offering and long track
record as a registered manufacturer with the FDA. Moody's also
recognizes the on-going need of hospitals to outsource pharmacy
compounding to achieve cost savings and manage compliance risks,
thus driving the steady long term demand for pharmacy compounding.

The stable outlook reflects Moody's expectation that the company
will delever and maintain a good liquidity position in order to
offset the uncertainties associated with regulatory risk.

Prior to a positive rating action, Moody's would need to assess
and conclude that any adverse impact under the new regulatory
environment will be manageable without impairing the company's
business operations or cash flow. In addition, Moody's could
consider a rating upgrade if the company continues to delever and
sustains debt/EBITDA below 5.0x.

Negative rating pressure will develop if the company's operations
are adversely impacted by regulatory constraints and result in
much lower earnings and cash flow. Specifically, debt/EBITDA
remaining above 6.5x or persistently negative free cash flow would
warrant a rating downgrade. A material deterioration in liquidity
will also pressure the rating downward.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Lake Forest, Illinois, PharMEDium is a national
provider of hospital pharmacy-outsourced sterile compounding
services. It provides sterile ready-to-use (RTU) intravenous drug
therapy to hospitals. The company maintains four compounding
centers located in TX, MS, TN and NJ.


PLAZA WEST STRIP: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Plaza West Strip, L.L.C.
        3003 Anderson Ave Ste 1001B
        Manhattan, KS 66503

Case No.: 14-40020

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Hon. Janice Miller Karlin

Debtor's Counsel: Paul D. Post, Esq.
                  LAW OFFICE OF PAUL D. POST, P.A.
                  5897 SW 29th St
                  Topeka, KS 66614
                  Tel: (785) 273-1353
                  Email: paulpost@paulpost.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark C Samarrai, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb14-40020.pdf


PLY GEM HOLDINGS: To Report $330-Mil. in Sales in 4th Quarter
-------------------------------------------------------------
Ply Gem Holdings, Inc., expects to report its 2013 full year
audited financial results on March 14, 2014.

While Ply Gem has not yet completed its financial statements for
its fourth quarter ended Dec. 31, 2013, the Company currently
expects that its fourth quarter net sales will be in the range of
approximately $330 million to $335 million and that its Adjusted
EBITDA will be in the range of approximately $15 million to $17
million for the quarter ended Dec. 31, 2013.  While Ply Gem has
not provided guidance, the estimated ranges for both net sales and
Adjusted EBITDA for the 2013 fourth quarter are below the average
analyst expectations and the Company's internal expectations.

Despite an uneven recovery in the U.S. housing market, the Company
experienced significant demand for its U.S. new construction
window products during the first half of the year.  However, the
market experienced a pull-back in demand that began during the
third quarter and intensified during the fourth quarter due to
severe weather, compounded by the continued lag in demand for the
Company's higher profit margin "big ticket" repair and remodeling
products.

The key impact on our results is as follows:
   1) Net sales - The Company's estimated fourth quarter 2013 net
      sales reflect double digit growth over the prior year,
      largely driven by sales contributed by the two acquisitions
      that Ply Gem completed during the first half of 2013.  The
      Company's organic sales were relatively stable for the
      fourth quarter despite all of its businesses experiencing a
      decline in demand during the last five weeks of the year.
      The Company believes the decrease in fourth quarter demand
      was primarily driven by a pull-back in the new construction
      housing market and severe winter weather.
   2) Gross margin - The Company's estimated fourth quarter 2013
      gross margin performance was impacted by lower than expected
      sales which results in lower operating leverage against
      fixed manufacturing costs.  In addition, the Company's gross
      margins within its windows and doors segment continue to be
      impacted by labor inefficiencies driven by the uneven
      recovery and an unfavorable shift in product mix towards its
      lower priced products which typically carry a lower profit
      margin.  Ply Gem is proactively addressing the labor
      inefficiencies and ramp-up costs that result from demand
      volatility through our "Enterprise Lean" initiative and a
      significantly enhanced sales and operating planning process
      which the Company expects to implement in early 2014.  With
      these measures and with the expectation for a more normal
      market recovery, the Company believes that the challenges
      that it saw in 2013 will be mitigated as it goes forward.

Despite the Company's preliminary fourth quarter net sales
and Adjusted EBITDA performance and the challenge that the
recent "Polar Vortex" weather pattern presents, the  Company's
outlook for the future remains positive with estimates for 2014
U.S. single family housing starts projected to increase in the
range of 15 percent to 20 percent.

In addition, the Company is encouraged by a number of positive
trends impacting its business:
   1) Price increases - The Company announced a selling price
      increase during its fourth quarter which the Company expects
      will benefit its future results, and the Company will be
      implementing additional selling price increases in early
      2014.
   2) Share gains - The Company continues to gain market
      penetration as demonstrated by recent customer wins for its
      new cellular PVC trim product and metal accessories, which
      the Company expects will yield run-rate sales of over $15
      million when fully converted.
   3) Synergies - As discussed on the Company's third quarter 2013
      earnings call, the Company's integration of the Gienow and
      Mitten acquisitions that were completed during the first
      half of 2013 are progressing well, with combined acquisition
      cost savings and synergies expected to be in the $15
      million to $20 million range when fully implemented.

The Company remains confident in the favorable outlook for the
U.S. housing market and the COmpany's expectation for Ply Gem's
performance in a mid-cycle housing market environment remains
unchanged.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.  The Company's
balance sheet at Sept. 28, 2013, showed $1.08 billion in total
assets, $1.12 billion in total liabilities and a $37.69 million
total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PLY GEM HOLDINGS: Launches Tender Offers for Outstanding Notes
--------------------------------------------------------------
Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem
Holdings, Inc., has commenced cash tender offers for any and all
of its outstanding 8.25 percent Senior Secured Notes due 2018
(CUSIP Nos. 729416AQ0, 729416AR8 and U7264EAG7) and any and all of
its outstanding 9.375 percent Senior Notes due 2017 (CUSIP No.
729416AV9).

CUSIP Number: 729416AQ0, 729416AR8 and U7264EAG7

Title of Security: 8.25% Senior Secured Notes due 2018

Aggregate Principal Amount Outstanding: $756,000,000

Late Consideration: $1,037.50

Early Tender Premium: $30.00

Total Consideration: $1,067.50

CUSIP Number: 729416AV9

Title of Security: 9.375% Senior Notes due 2017

Aggregate Principal Amount Outstanding: $96,000,000

Late Consideration: $1,078.36

Early Tender Premium: $30.00

Total Consideration: $1,108.36

Holders of Notes must validly tender and not validly withdraw
their Notes on or before 12:00 midnight, New York City time, on
Jan. 24, 2014, unless extended in order to be eligible to receive
the applicable Total Consideration for those Notes.  Holders of
Notes who validly tender their Notes after the applicable Early
Tender Date and on or before the applicable Expiration Date will
be eligible to receive only the applicable Late Consideration for
those Notes, which is equal to the applicable Total Consideration
minus the applicable Early Tender Premium.  In addition to the
applicable Total Consideration or Late Consideration, holders
whose Notes are accepted for purchase in the tender offers will
receive accrued and unpaid interest up to, but not including, the
applicable settlement date.  Ply Gem may elect to accept for
purchase prior to the expiration of either tender offer or both
tender offers all Notes validly tendered on or before the
applicable Early Tender Date.  It is anticipated that the
settlement date for Notes validly tendered on or before the Early
Tender Date for each tender offer will be Jan. 30, 2014, if Ply
Gem elects to accept those Notes for purchase prior to the
expiration of either tender offer or both tender offers.
Each tender offer will expire at 12:00 midnight, New York City
time, on Feb. 7, 2014, unless extended.  As set forth in the Offer
to Purchase, validly tendered Notes may be validly withdrawn at
any time on or before 12:00 midnight, New York City time, on
Jan. 24, 2014, unless extended for the related tender offer.  The
consummation of the tender offers is not conditioned upon any
minimum amount of Notes being tendered but is conditioned upon the
satisfaction or waiver of the conditions set forth in the Offer to
Purchase, including the condition that the Company have completed
one or more debt financings on terms and conditions satisfactory
to the Company yielding sufficient net cash proceeds to fund the
aggregate Total Consideration for the tender offers.  Each tender
offer is being made independently of the other tender offer and
neither tender offer is conditioned upon the completion of, or the
satisfaction of any condition solely with respect to, the other
tender offer.  Ply Gem reserves the right to terminate, withdraw
or amend each tender offer independently of the other tender offer
at any time and from time to time, as described in the Offer to
Purchase.

Ply Gem's obligations to accept any Notes tendered and to pay the
applicable Total Consideration or Late Consideration for them are
set forth solely in the Offer to Purchase and the related Letter
of Transmittal.

If any Notes of either series remain outstanding after the
consummation of the tender offers, Ply Gem currently expects to
redeem those Notes in accordance with the terms and conditions set
forth in the applicable indenture governing those Notes.

Credit Suisse Securities (USA) LLC is the Dealer Manager for the
tender offers.  Persons with questions regarding the tender offers
should contact Credit Suisse Securities (USA) LLC at (212) 538-
2147 (collect) or (800) 820-1653 (toll-free) (Attention: Liability
Management Group).  Requests for copies of the Offer to Purchase,
the related Letter of Transmittal and other related materials
should be directed to D.F. King & Co., Inc., the Information Agent
and Tender Agent for the tender offers, at (800) 487-4870 or
plygem@dfking.com.

                Markets New $380MM Term Loan Facility

Ply Gem Holdings, Inc.'s wholly owned subsidiary, Ply Gem
Industries, Inc., intends to commence the marketing of a new $380
million senior secured term loan facility, expected to mature in
2021.

Ply Gem Industries intends to use the proceeds from the Term Loan
Facility, together with the proceeds from a new issuance of $550
million principal amount of senior unsecured notes, expected to
mature in 2022, and cash on hand:

   (i) to finance the repurchase or redemption of Ply Gem
       Industries' outstanding $756 million principal amount of
       8.25 percent senior secured notes due 2018;

  (ii) to finance the repurchase or redemption of Ply Gem
       Industries' outstanding $96 million principal amount of
       9.375 percent senior notes due 2017; and

(iii) to pay financing costs and other expenses in connection
       with the Term Loan Facility, the issuance of the New Senior
       Notes and the related transactions.

The closing of the Term Loan Facility is subject to successful
marketing and other conditions, and there can be no assurance that
Ply Gem Industries will close the Term Loan Facility, issue New
Senior Notes or complete the repurchase or redemption of the
Senior Secured Notes or the Senior Notes as described or at all.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.  The Company's
balance sheet at Sept. 28, 2013, showed $1.08 billion in total
assets, $1.12 billion in total liabilities and a $37.69 million
total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PLY GEM INDUSTRIES: S&P Affirms 'B' CCR & Rates $380 Sr. Loan 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Ply Gem Industries Inc.

At the same time, S&P assigned its 'B+' issue-level rating (one
notch above the corporate credit rating) to the proposed
$380 senior secured term loan with a recovery rating of '2',
indicating that lenders can expect meaningful recovery (70%-90%)
in the event of a default.

S&P also assigned its 'CCC+' rating (two notches below the
corporate credit rating) to the proposed senior unsecured notes,
with a recovery rating of '6', indicating that investors can
expect negligible recovery (0% to 10%) in the event of a default.

"The stable outlook reflects our expectation that while Ply Gem is
likely to generate higher levels of EBITDA in 2014, we expect
credit measures to remain in the highly leveraged category, with
debt to EBITDA leverage of about 6x and interest coverage of about
2.3x," said Standard & Poor's credit analyst Thomas Nadramia.
"Also, given the company's private equity ownership, we expect the
company to remain "highly leveraged" over the next 12 months."

Although S&P considers a downgrade unlikely over the next 12
months, it could lower the ratings if the company's liquidity
position deteriorates due to materially lower-than-expected cash
flows or EBITDA, resulting in greater reliance on revolving credit
borrowings, causing S&P's assessment of liquidity to fall from
strong to "less than adequate" or "weak."

S&P could also lower the rating if already high leverage and debt
levels exceed its forecast, causing interest coverage to fall
below 1.5x due to operating losses resulting in lower-than-
expected EBITDA.

S&P considers an upgrade unlikely in the next 12 months, given Ply
Gem's high leverage and private equity ownership.  However, S&P
could consider an upgrade if operating results outperformed its
expectations, resulting in total debt leverage decreasing to below
5x along with a firm commitment from management and ownership that
leverage would remain at or below that level.


QUEEN ELIZABETH: Court Extends Plan Filing Period to Feb. 10
------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Queen
Elizabeth Realty Corp., the exclusive periods for the Debtor to
file a plan of reorganization until Feb. 10, 2014, and to solicit
acceptances of that plan until April 11, 2014.

The Debtor said in its Nov. 25, 2013 court filing that it was
occupied in the early stages of these proceeding with, inter alia:
(a) issues concerning use of cash collateral; (b) compliance with
US Trustee operating guidelines; (c) negotiations with the secured
lenders and other active parties asserting interests; and (d)
litigation concerning the various dismissal and receiver-related
motions.  The Debtor stated that it would be prejudicial and
detrimental to the Debtor, its creditors, its shareholders and the
estate at large if the Debtor was not given additional time to
complete their negotiations with proposed plan funders, joint
venturers and merger candidates and formulate the revised Plan,
all of which is absolutely essential to the successful outcome of
the Chapter 11 case.

                About Queen Elizabeth Realty Corp.

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


RAM ENTERTAINMENT: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: RAM Entertainment LLC
        2015 Maxwell Avenue
        Point Pleasant, WV 25550

Case No.: 14-30009

Chapter 11 Petition Date: January 13, 2014

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P. O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: 304-925-2100
                  Fax: (304) 925-2193
                  Email: joecaldwell@frontier.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lawrence Slusser, manager.

The Debtor listed M2 Properties, LLC, as its largest unsecured
creditor holding a claim of $50,000.


RICEBRAN TECHNOLOGIES: Completes Acquisition of H&N Distribution
----------------------------------------------------------------
RiceBran Technologies completed the acquisition of Irving, Texas-
based H&N Distribution, Inc., effective Jan. 2, 2014.

H&N is a formulator and co-packer of healthy and natural products
for the direct marketing, internet sales and retail distribution
markets both domestically and internationally.  H&N serves the
natural products, nutritional supplement, and nutraceutical and
functional food sectors.  The acquisition and integration of H&N's
product development and packaging capabilities is part of RBT's
strategic plan to vertically integrate its business in order to
leverage its proprietary and patented family of rice bran
derivative ingredients.  With this acquisition, RBT is now capable
of providing a broad range of higher margin finished product
solutions for customers in retail, direct-to-consumer and multi-
level marketing channels.  RBT sees the acquisition being
immediately accretive to the Company.

RBT purchased 100 percent of the issued and outstanding shares of
H&N for $5,250,000 that included payments of $2,000,000 in cash
and $3,250,000 in promissory notes.  RBT may satisfy its
obligations under the promissory notes by paying cash or by
issuing common stock at the market price, but at a price no less
than $6 per share and no more than $12 per share.  As part of the
acquisition, H&N's founder and CEO Mr. Mark McKnight entered into
a five year employment contract with RBT to become Senior Vice
President of Contract Manufacturing and a member of RBT's Senior
Management Committee.  Mr. McKnight will also assume the newly
created position of President of RBT's H&N subsidiary.

W. John Short, CEO & President of RBT commented, "The acquisition
of H&N is a transformational transaction for our Company in a
number of ways.  It will have the effect of immediately and
significantly increasing revenues and improving gross profit
margins in our USA Segment.  In addition, this acquisition not
only positions RBT to significantly increase sales in the high
margin Nutraceutical and Functional Food market, it also brings a
master formulator, consummate sales professional and experienced
business manager to our senior team in Mark McKnight.  Throughout
the due diligence period, Mark's product knowledge and customer
contacts, coupled with his ability to seamlessly work as part of
our senior management group, have already provided a basis for new
product development and product launches as we move into the new
year.  Our prospects for 2014 and beyond are significantly
improved by the acquisition of H&N and the integration of Mark
into our senior team."

Additional information can be found in the Company's current
report on Form 8-K  filed with the U.S. Securities and Exchange
Commission on Jan. 7, 2014, a copy of which is available at:

                        http://is.gd/xrCmcH

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

The Company reported a net loss of $11.1 million in 2012, compared
with a net loss of $10.9 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $41.82 million in total assets,
$38.16 million in total liabilities, $7.86 million in temporary
equity and a $4.22 million total deficit attributable to the
Company's shareholders.


RIH ACQUISITIONS: Has Nod to Hire Cole Schotz as Bankr. Counsel
---------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey has granted RIH Acquisitions NJ, LLC, dba
The Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, permission
to employ Cole, Schotz, Meisel, Forman & Leonard, P.A., as
bankruptcy counsel.

As reported by the Troubled Company Reporter on Nov. 21, 2013, the
current rates of Cole Schotz members, associates and paralegals
are:

     Members                                 $395 - $800
     Special Counsel                         $375 - $440
     Associates                              $195 - $420
     Paralegals                              $170 - $250
     Litigation Support Specialist           $100 - $250

Michael D. Sirota, Esq., a shareholder of Cole, Schotz, Meisel,
Forman & Leonard, P.A., assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                     About 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.

In its schedules, the Debtors disclosed $17,776,359 in total
assets and $16,813,022 in total liabilities.

The Debtors are represented by 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.


RIH ACQUISITIONS: Duane Morris OK'd as Gaming Regulatory Counsel
----------------------------------------------------------------
RIH Acquisitions NJ, LLC, dba The Atlantic Club Casino Hotel, and
RIH Propco NJ, LLC, obtained authorization from the Hon. Gloria M.
Burns of the U.S. Bankruptcy Court for the District of New Jersey
to employ Duane Morris, LLP, as special gaming regulatory counsel.

As reported by the Troubled Company Reporter on Nov. 20, 2013,
Duane Morris will provide advice concerning the Debtors' gaming
regulatory responsibilities and obligations under the New Jersey
Casino Control Act and various orders and resolutions of the New
Jersey Casino Control Commission and the New Jersey Division of
Gaming Enforcement pertaining to the Debtors and represent the
Debtors before the Commission and Division.

                     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.

In its schedules, the Debtors disclosed $17,776,359 in total
assets and $16,813,022 in total liabilities.

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.


RIH ACQUISITIONS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
RIH Acquisitions NJ, LLC, dba The Atlantic Club Casino Hotel, and
RIH Propco NJ, LLC, filed with the U.S. Bankruptcy Court for the
District of New Jersey their schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $17,776,359
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,143,105
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $17,700
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,652,216
                                 -----------      -----------
        TOTAL                    $17,776,359      $16,813,022

A copy of the schedules is available for free at:

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

                     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.


RIH ACQUISITIONS: Panel Has Nod to Hire PwC as Financial Advisor
----------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey has approved the motion of RIH Acquisitions
NJ, LLC, dba The Atlantic Club Casino Hotel, and RIH Propco NJ,
LLC's Official Committee of Unsecured Creditors to employ
PricewaterhouseCoopers, LLC, as financial advisor, nunc pro tunc
to Nov. 16, 2013.

PwC will, among other things:

      (a) review financial information prepared by the Debtors or
          its consultants as requested by the Committee including,
          a review of Debtors' cash flow projections, DIP budget,
          Asset Purchase Agreement, Data Room Materials, and DIP
          Credit Agreement;

      (b) assist the Committee in developing, evaluating,
          structuring and negotiating the terms and conditions of
          offers received on the sale of the Debtor?s assets;

      (c) review the Debtors' books and records and other
          investigations that may be undertaken with respect to
          pre-petition acts, related party transactions,
          financial condition of the Debtors, its management,
          creditors including the operation of their businesses,
          and, as appropriate, avoidance actions, preferences and
          fraudulent conveyances; and

      (d) assist the Committee with the wind down of the Debtors'
          Estate.

PwC will be paid at these hourly rates:

          Director             $550
          Manager              $400
          Senior Associate     $290
          Associate            $225
          Paraprofessional     $150

Perry Mandarino, a partner at PwC, assured 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.

PwC can be reached at:

         PRICEWATERHOUSECOOPERS, LLC
         300 Madison Avenue, 24th Floor
         New York, NY 10017

On Nov. 18, 2013, Roberta A. DeAngelis, the U.S. Trustee for
Region 3, pursuant to Section 1102(a)(1) of the Bankruptcy Code,
appointed seven members to the Committee.  The Committee members
are:

      1. National Retirement Fund
         6 Blackstone Valley Place
         Lincoln, RI 02865-1112
         Tel: (401) 334-4155
         Fax: (401) 334-5133
         Attn: Richard N. Rust

      2. WMS Gaming, Inc.
         800 S. Northpoint Boulevard
         Waukegan, IL 60085
         Tel: (847) 785-3000
         Attn: Deborah Fulton, Esq.

      3. Casino Lobster
         120 W. Merion Avenue
         Pleasantville, NJ 08232
         Tel: (609) 641-3345
         Fax: (609) 484-8411
         Attn: Bernadette Goff

      4. Mark-it Smart
         128 E. Dyer Road, Suite A
         Santa Ana, CA 92707
         Tel: (714) 673-6400
         Fax: (714) 673-6401
         Attn: Mark F. Ditteaux

      5. Atlantic City Linen
         18 N. New Jersey Avenue
         Atlantic City, NJ 08401
         Tel: (609) 345-5888
         Fax: (609) 344-5753
         Attn: Eric Goldberg

      6. Bally Gaming, Inc.
         6601 South Bermuda Road
         Las Vegas, NV 89119
         Tel: (702) 584-7700
         Fax: (702) 584-7894
         Attn: Patrick Spargar

                     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.

In its schedules, the Debtors disclosed $17,776,359 in total
assets and $16,813,022 in total liabilities.

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.


ROVI CORP: Moody's Says New Licensing Agreements Credit Positive
----------------------------------------------------------------
Moody's Investors Service said Rovi Corporation's announcement
that it signed new intellectual property licensing agreements with
Samsung and Google and a new product agreement with America Movil
are credit positive. Rovi also provided revenue and earnings
guidance for 2014 that indicates revenue and earnings will remain
stable using the mid point of the guidance on a continuing
operations basis.

Rovi's ratings and its negative ratings outlook are not affected
at the present time as the 2014 earnings outlook is consistent
with Moody's expectations that a meaningful deleveraging will be
delayed beyond 2014.

As reported by the Troubled Company Reporter on Nov. 19, 2013,
Moody's Investors Service affirmed Rovi Corporation's existing
ratings, including its Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating, and the Ba2 ratings for its senior
secured credit facilities.

Headquartered in Santa Clara, California, Rovi Corporation
provides integrated solutions to media entertainment market.


SAVIENT PHARMACEUTICALS: Sale to Crealta Completed
--------------------------------------------------
BankruptcyData reported that Savient Pharmaceuticals announced
that it has completed the sale transaction with Crealta
Pharmaceuticals through which Crealta acquires substantially all
of its assets, including all KRYSTEXXA assets, for gross proceeds
of approximately $120.4 million.

The Company agreed to provide Crealta Pharmaceuticals with certain
support services in connection with the transition of the business
through January 31, 2014.

In connection with closing of this sale transaction, and in
anticipation of the winding down of the Debtors' affairs, Savient
Pharmaceuticals' directors Ginger Constantine, MD, David P.
Meeker, MD, David Y. Norton, Robert G. Savage and Virgil Thompson
resigned from the board of directors, effective as of the closing
of the sale transaction.

Mathew Bazley was appointed chief liquidation officer, president
and secretary of the Company, effective January 15, 2014.

                     About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.  GCG Inc. serves as the Debtors' claims agent.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SBARRO LLC: Pizza Chain Taps Restructuring Advisers
---------------------------------------------------
Emily Glazer and Julie Jargon, writing for The Wall Street
Journal, reported that fast-food pizza chain Sbarro LLC, which
emerged from bankruptcy protection about 14 months ago, has tapped
restructuring advisers amid business struggles, people familiar
with the matter said.

According to the report, closely held Sbarro, which carries
roughly $150 million in debt, recently enlisted restructuring
lawyers at Kirkland & Ellis LLP and bankers at Moelis & Co., these
people said. A bankruptcy filing isn't imminent, one of them said.

"When you're in a largely nontraditional, food court environment,
you're somewhat limited to what traffic is going to be coming your
way. So if a mall loses business, there's not much you can do
about it. That's one of their real challenges," Dennis Lombardi,
executive vice president of food service strategies at WD
Partners, a restaurant and retail development firm, told the
Journal.

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

In November 2011, Sbarro, Inc., along with its domestic
subsidiaries, disclosed that its Plan of Reorganization has become
effective and the Company has successfully emerged from Chapter 11
with significantly reduced debt and a new $35 million capital
infusion.


SOUTH FLORIDA SOD: Has OK to Borrow $220,000 From Wauchula Bank
---------------------------------------------------------------
The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida has entered a final order granting
South Florida Sod, Inc.'s motion for authority to obtain up to
$220,000 in debtor-in-possession financing from Wauchula State
Bank.  The borrowing is deemed an administrative priority expense.

The Debtor does not have sufficient available sources of working
capital and financing to carry on the operation of its business
without the post-petition financing proposed in the motion.
Because of the Debtor's current financial condition and its pre-
petition financings, the Debtor is unable to obtain unsecured
credit allowable under 11 U.S.C. Section 503(b)(1) as an
administrative expense.  Financing on a post-petition basis is not
otherwise available without the Debtor: (i) granting claims having
priority over any and all administrative expenses and (ii)
securing the proposed financing with first mortgage on the "Summer
Office Property" and a second mortgage on the "McCall Ranch
Property".

The proposed postpetition financing has been negotiated in good
faith and at arm's length between the Debtor and Wauchula, and any
credit extended and loans made to the Debtor pursuant to the term
sheet, a copy of which is available for free at:

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

Wauchula offered a line of credit loan at 10% fixed interest with
3 points at inception and interest payable quarterly.

                      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.

Barfield Auctions Inc. is overseeing the auction for South Florida
Sod's assets.


SPECIALTY PRODUCTS: Balks at PI Panel's Bid to Hire Lincoln
-----------------------------------------------------------
Specialty Products Holdings Corp., aka RPM, Inc., et al. filed an
objection to the Application of the Official Committee of Asbestos
Personal Injury Claimants for an Order Authorizing the Retention
and Employment of Lincoln Partners Advisors LLC as Investment
Banker Nunc Pro Tunc to Nov. 18, 2013.

Through the Lincoln Application, representatives of the asbestos
claimants seek to engage yet another advisor to provide them with
financial advisory services.  Because the existing advisors were
retained to perform, have been performing, and are continuing to
perform the same services that Lincoln Partners Advisor LLC would
be hired to provide, the Application should be denied, according
to SPHC. At a minimum, the Lincoln Application should be deferred
until such time, if ever, that the Court determines to approve the
claimants' pending disclosure statement.  The portion of the
Lincoln Application that relates to services to be provided by
Lincoln Partners in connection with consummation of the claimants'
pending plan of reorganization should be deferred until such time,
if ever, that the claimants' plan is confirmed.

The Debtors request that the Court deny the Lincoln Application.

As set forth in the Panel's Application, the services that Lincoln
Advisors may perform for the Committee in assisting the Committee
in connection with implementation of the Third Amended Plan
proposed by the PI Committee and the Future Claimants'
Representative, and any amendments thereto, may include:

   (a) development of a transition plan for the involuntary
       separation of SPHC from its parent International, including
       analysis and advice regarding financial, valuation and
       related issues that may arise in the course of the
       separation and liquidation;

   (b) analysis and advice regarding maximizing the value of the
       Debtor for the benefit of the Asbestos PI Trust created
       under the proposed Plan, including the liquidation of
       SPHC and its subsidiaries and holdings;

   (c) expert testimony on financial and business matters, if
       requested; and

   (d) such other services as the Committee's co-counsel may
       request.

The Committee has proposed that Lincoln Advisors be paid a fee of
up to $75,000 per month, plus any reasonable out of pocket
expenses.  On a monthly basis, counsel for the Committee will
confer with Lincoln Advisors and any adjustment to the monthly fee
shall be made based on Lincoln's activity level for such month.
Should Lincoln Advisors be requested to perform other work on
behalf of the Committee other than as a financial advisor, the
terms upon which Lincoln Advisors will undertake such
representation will be the subject of a renewed application.

Joseph J. Radecki, Jr., managing director and partner of Lincoln
Advisors, 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.

             About Specialty Products and Bondex Int'l

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company manufactures,
distributes, and sells various specialty chemical product lines,
including exterior insulating finishing systems, powder coatings,
fluorescent colorants and pigments, cleaning and protection
products, fuel additives, wood treatments and coatings and
sealants, in both the industrial and consumer markets.

SPHC filed for Chapter 11 bankruptcy protection (Bankr. D. Del.
Case No. 10-11780) on May 31, 2010.  Judge Peter J. Walsh presides
over the case.  SPHC estimated its assets and debts at $100
million to $500 million.

Its affiliate, Bondex International, Inc., filed a separate
Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

As of the Petition Date, SPHC was named as a defendant in more
than 8,000 suits by plaintiffs seeking damages for personal
injuries allegedly caused by exposure to asbestos-containing
products manufactured or distributed by Bondex, SPHC and/or other
entities which were predecessors or successors in interest to
SPHC.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at
Richards Layton & Finger, serve as Delaware local counsel.  Logan
and Company is the claims and notice agent.  Blackstone Advisory
Partners, L.P. serves as the Debtors' financial advisor and
investment banker; Calfee, Halter & Griswold LLP as special
corporate counsel; Evert Weathersby Houff as Special Asbestos
Litigation Counsel; Bates White as asbestos consultants; Covington
& Burling, LLP as insurance counsel; and Spangenberg, Shibley &
Liber LLP as special litigation counsel.

An official committee of asbestos personal injury claimants was
appointed in the Chapter 11 Cases by the United States Trustee on
June 10, 2010.  The current members are: Myron Butler, c/o The
Ferraro Law Firm, P.A.; Deborah Papaneri as representative for the
Estate of Charles Papaneri, c/o Robert B. Paul, Paul Reicht &
Myers, P.C.; James L. Mongolluzzo, c/o Mark C. Meyer, Goldberg,
Persky & White, P.C.; Roy Leggett, c/o Jeffrey B. Simon, Simon
Eddins & Greenstone, LLP; Antonietta DiMeglio, c/o Ethan Early,
Early & Strauss, LLC; Lloyd H. Lohr, c/o Thomas M. Wilson, Kelly
& Ferraro LLP; David A. Kalil, c/o Waters & Kraus LLP; Victor
Dillbeck, c/o John Barry Julian, Gori Julian & Associates, P.C.;
Charles A. Wilson, c/o Robert W. Phillips, Simmons Browder, et
al.; Zdenek Machalka, c/o John D. Cooney, Cooney & Conway; and
John Philip Eggers, as representative for the Estate of Jane
Young, c/o Brian T. Fitzpatrick, Belluck & Fox, LLP. The Committee
is chaired by Mr. Machalka.

The PI Committee is represented by Montgomery, Mccracken, Walker &
Rhoads, LLP, led by Natalie D. Ramsey, Esq., Mark A. Fink, Esq.,
Laurie A. Krepto, Esq., and Mark B. Sheppard, Esq.  The PI
Committee also has tapped Lincoln Partners Advisors LLC as
investment banker; Motley Rice, LLC as conflict counsel; Legal
Analysis Systems, Inc. as consultant on the valuation of asbestos
liability; and Charter Oak Financial Consultants, LLC as financial
advisor.

Eric D. Green has been appointed the legal representative for all
Future Demand Holders for the purpose of protecting their
interests.  The Future Claimants' Representative is represented
by lawyers at Young Conaway Stargatt & Taylor, LLP, led by James
L. Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq.  The FCR also has
retained Analysis Research & Planning Corporation as claims
evaluation consultants; Resolutions, LLC as consultants; and FTI
Consulting as financial advisor.

                  $1.166-Bil. Asbestos Liability

Representatives of the current and future asbestos claimants
have contended that the combined liability of both Debtors exceeds
$1 billion and is as much as approximately $1.3 billion; the
Debtors believe their collective liability approximates $125
million.  In May 2013, the Bankruptcy Court determined that an
appropriate estimate of their collective liability was $1.166
billion.  The Debtors and International believe that the court's
ruling is in error and have appealed that ruling.  The appeals of
the Debtors and International remain pending at the current time.

The representatives of the asbestos claimants have also contended
that the Debtors' estates hold substantial claims against
International and other parties. In that regard, the
representatives have asserted that the SPHC estate has claims
against International and other parties that may amount to $1.2
billion.  The Debtors believe the alleged SPHC estate claims are
weak, and International contends that the claims are meritless and
has stated that it will vigorously contest them.

The Bankruptcy Court has granted the representatives of the
asbestos claimants authority to commence the litigation and it is
anticipated that the representatives will file a complaint
initiating a lawsuit against International and other parties.

                    Competing Bankruptcy Plans

The Debtors have filed a First Amended Plan of Reorganization.
The PI Committee and the FCR also have filed their own Plan for
SPHC only.  The Plan is not a plan for Bondex.

Under the Debtors' First Amended Chapter 11 Plan, a trust will be
established to pay present and future asbestos claims.  The trust
will be funded by secured notes, issued by the Debtors and their
ultimate parent, RPM International Inc., and the amounts and terms
of the notes will, with one exception, be determined by the final
outcome or settlement of the litigation that will determine the
asbestos claimants' rights in the chapter 11 cases.  The one
exception is that the notes will provide for an aggregate initial
nonrefundable payment of $125 million to the asbestos trust
irrespective of the outcome of any litigation.  The Debtors and
International have committed to pay to asbestos claimants the
maximum amount to which they are entitled based on the applicable
judgments or rulings in the litigation that will determine the
extent of the claimants' rights in the chapter 11 cases, and to
make comparable payments to other similarly situated creditors.

A full-text copy of the Debtors' First Amended Plan dated Nov. 18,
2013, is available at http://is.gd/ZHwOay

The PI Committee and FCR's Third Amended Chapter 11 Plan provides
that (i) Bondex, SPHC and the Reorganized SPHC Companies will be
separated from their non-Debtor direct or indirect parent, RPM
International Inc., as well as all International Affiliates and
all Asbestos PI Trusts Assets, excluding the assets in the
International Reserve, will be contributed to the Asbestos PI
Trust; (ii) Reorganized SPHC will be managed and/or sold for the
benefit of holders of all Claims that are not paid in Cash,
subordinated, cancelled or otherwise treated pursuant to the Plan;
(iii) all Causes of Action will survive; (iv) Asbestos PI Trust
Claims against SPHC will be channeled to the Asbestos PI Trust and
Liquidated in accordance with the Asbestos PI Trust Distribution
Procedures; and (v) current SPHC Equity Interests will be
cancelled, annulled, and extinguished.  Neither International nor
any International Affiliate shall receive any release, discharge,
exculpation, injunction or any other protection as a result of the
Plan and the SPHC Chapter 11 Case and shall remain subject to any
and all claims and demands including but not limited to Asbestos
PI Claims, Settled Asbestos PI Claims, and Demands. International
and the International Affiliates shall remain subject to suit in
the tort system for personal injuries caused by asbestos-
containing products manufactured, marketed, or distributed by
Bondex or any other predecessor in interest on all claims not
expressly preserved for prosecution by the Asbestos PI Trust,
including on theories of successor liability.

A full-text copy of the disclosure statement explaining PI
Committee and FCR's Third Amended Plan, dated Oct. 15, 2013, is
available at http://is.gd/YwJQIJ


SPIG INDUSTRY: Hiring of Copeland Firm Referred to Judge Stone
--------------------------------------------------------------
Consideration of the request of SPIG Industry LLC pursuant to
Section 327(b) of the Bankruptcy Code for authorization to employ
Copeland Law Firm, P.C. as attorney for the Debtor and the
Objection to the firm's employment lodged by the U.S. Trustee for
Region 4 has been referred to Bankruptcy Judge William F. Stone,
Jr. in Roanoke, Virginia. That Order, dated Jan. 6, was signed by
Bankruptcy Judge Paul M. Black.

As reported in the Troubled Company Reporter on Sept. 24, 2013,
SPIG Industry sought authority from the U.S. Bankruptcy Court for
the Western District of Virginia, Roanoke Division, to employ
Copeland Law Firm, P.C., as attorney.

Robert T. Copeland, Esq., a member of Copeland Law Firm, P.C.,
will take a primary role in representing the Debtor.  Mr. Copeland
will be paid $300 per hour for his services.  He will be assisted
by paralegals to be paid $75 per hour.

Mr. Copeland assures 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
Debtor and its estate.  The firm has received an advance fee in
the amount of $7,700, plus costs of $1,213 for the filing fee on
Sept. 11, 2013.  Of the advance fee, $1,162 have been charged and
paid for prepetition services.

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) on Sept. 11, 2013.  The Debtor is represented
by Robert Copeland, Esq., at Copeland Law Firm, P.C., in Abingdon,
Virginia.

In November, the U.S. Trustee for Region 4 notified the Bankruptcy
Court that the Trustee was unable to appoint an official committee
of unsecured creditors in the Chapter 11 case of SPIG Industry
because the number of persons eligible or willing to serve on such
a committee is presently insufficient to form an unsecured
creditors committee.


SR REAL: Lenders Call Foley Firm "Architects" of Bad Faith Filing
-----------------------------------------------------------------
The so-called First Priority Sargent Ranch Lenders joined in the
opposition of DACA 2010L, L.P. and Sargent Ranch Management
Company, LLC, to the application of SR Real Estate Holdings LLC to
employ Foley & Lardner LLP as the Debtor's general bankruptcy
counsel, nunc pro tunc to the petition date.

The First Priority Lenders cite the arguments made by DACA and
SRMC in seeking disapproval of the firm's employment.  In
addition, the First Priority Lenders request that the Court deny
the employment on the ground that the firm was primarily
responsible for the filing of the Debtor's Chapter 11 case --
which, the First Priority Lenders believe, was made in bad faith.

The First Priority Lenders said Foley & Lardner "were the
architects, and not mere instrumentalities," of the Debtor's bad
faith filing.  The First Priority Lenders said they should not be
allowed to represent the Debtor's estate by "performing legal
maneuvers and advocating theories which are not supported by
existing case law or a good faith argument for the extension of
existing case law."

In the event the Court grants the Employment Application, the
First Priority Lenders conditionally oppose the First Interim Fee
Application of Foley & Lardner.  The First Priority Lenders
believe that the amount of fees requested in the First Interim Fee
Application are grossly excessive given the prepetition
familiarity of Foley & Lardner with all material facts concerning
the Debtor's assets and liabilities, the involvement of Foley &
Lardner in the prior Sargent Ranch Chapter 11 plan of
reorganization, and the narrowness of the only materially
contested issue so far in this case -- the so-called "voting
procedures" issue which Foley & Lardner raised in its Motion to
Establish Voting Procedures.

The First Priority Sargent Ranch Lenders consist of un-conflicted
lenders who hold fractional interests in only the First Loan and
First Deed of Trust and in no junior loans or liens:

   -- Debra Gewertz,
   -- Jim Schreader,
   -- Gunilla M. Rittenhouse,
   -- Los Amigos V,
   -- Louis E. Rittenhouse, Trustee,
   -- Michael E. Pegler,
   -- Janice L. Pegler,
   -- Richard Ehrenberger,
   -- Ronald P. Elvidge,
   -- Penelope Kuykendall, and
   -- Janet Post.

The Debtor filed on Sept. 3, its application to hire Foley.  Over
45 days after the Debtor's motion to employ, DACA 2010L L.P. and
Sargent Ranch Management Company, LLC, objected to Foley's
employment.  In this connection, Foley and its lawyers did not
accept the engagement by the Debtor without first ensuring it
could be approved as counsel.

                        The Original Motion

As reported in the Troubled Company Reporter on Sept. 9, 2013, the
firm will be paid based on its customary hourly rates.  The rates
for some of the attorneys and paraprofessionals expected to be
primarily involved in the case are:

   Attorney            E-mail                  Hourly Rate
   --------            ------                  -----------
  Victor A. Vilaplana  vavilaplana@foley.com      $700
  Dawn Messick         dmessick@foley.com         $510
  Jennifer Pinder      jpinder@foley.com          $495
  Matthew Riopelle     mriopelle@foley.com        $455
  Marwill Hogan        mhogan@foley.com           $335

  Paraprofessional                             Hourly Rate
  ----------------                             -----------
  Kerry Farrar                                    $225

The Firm will be reimbursed for its actual, necessary expenses
incurred.

Prior to the Petition Date, the Debtor provided the Firm a
$350,000 retainer for prepetition and postpetition bankruptcy
planning and advice.  At the time of the filing, after the
deduction of $32,500 in fees and the filing fee in the amount of
$1,213, the Firm had on deposit a retainer of $316,287.00

Mr. Vilaplana assures the Court that Foley & Lardner is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                 About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  Victor A.
Vilaplana, Esq., at Foley and Lardner, has been tapped as proposed
counsel to the Debtor.  The Debtor disclosed $15,016,593 in assets
and $548,907,938 in liabilities as of the Chapter 11 filing.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STEWART ENTERPRISES: S&P Affirms 'BB' Rating on Unsecured Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its corporate
credit rating on Stewart Enterprises Inc. at the company's
request.  The rating action follows the completion of Service
Corp. International's acquisition of the company.  S&P is
affirming the 'BB' issue-level and '4' recovery ratings on
Stewart's unsecured debt.


TOPAZ POWER: S&P Assigns 'BB-' Rating on $610MM Term Loan B
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-' debt
ratings to Topaz Power Holdings LLC's $610 million term loan B and
$30 million revolving credit facility.  S&P also assigned its '3'
recovery rating to the debt, indicating its expectation of
meaningful (50% to 70%) recovery of principal if a payment default
occurs.  The outlook is stable.

The credit facilities consist of a $610 million term loan B due in
February 2020 and a $30 million working capital revolving facility
due in 2017.  The facilities are pari passu and the rating outlook
is stable.  The project originally used net proceeds to refinance
its then-existing senior secured facilities.

"The rating outlook on Topaz is stable, reflecting our expectation
that the project's heat rate call options will provide a base
level of cash flows until market conditions and merchant cash flow
improve," said Standard & Poor's credit analyst Michael Ferguson.

S&P would likely lower the rating if merchant power markets in
ERCOT weaken such that it expects less than $100 million of annual
excess cash flow sweeps after the hedges roll off.  S&P could also
lower the ratings if operational problems or pricing differentials
result in larger than historical hedge losses that reduce debt
service coverage below 1x in 2014 or 2015.  An upgrade is unlikely
at this time, but could occur if the project mitigates its
exposure to merchant market risk by entering into new hedging
agreements that increase cash flow predictability, or if S&P has
higher confidence in ERCOT market conditions if energy prices
there rise and stabilize.


TRAINOR GLASS: Liquidation Plan Already Confirmed
-------------------------------------------------
U.S. Bankruptcy Judge Carol Doyle confirmed the joint plan of
liquidation proposed by Trainor Glass Co. and the official
committee of unsecured creditors.

The Plan's key aspects include the Debtor's liquidation and the
formation of a trust, which will be charged with liquidating the
company's remaining assets, pursuing claims of creditors,
reconciling claims, and making distributions on account of allowed
claims.

Trainor Glass' existing equity interests will be canceled under
the liquidation plan, and its equity security holders won't
receive distributions on account of their existing interests in
the company.

Under the plan, any Class 1 (B) claim will be satisfied solely
from the release of collateral securing such claim, the payment of
proceeds of collateral to the claimant, or by the exercise of any
right of setoff or recoupment permitted under Section 553 of the
Bankruptcy Code, with such remedies to be exercised at the option
of the claimant.

The Plan requires the formation of an "oversight committee" to
monitor the activities of the liquidating trustee.  It will be
comprised of representatives of First Midwest, the unsecured
creditors' committee, and a class of former employees seeking
damages under the Worker Adjustment and Retraining Notification
Act.

The liquidating trustee may settle causes of action involving the
encumbered assets only with the consent of First Midwest.  The
trustee may settle avoidance actions with the consent of a
majority of the members of the oversight committee, or, in case it
has less than three members, with the consent of one member of the
oversight committee and approval of the bankruptcy court.

A full-text copy of the Liquidation Plan and Judge Doyle's
confirmation order is available for free at http://is.gd/oDnLDl

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local

Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


VANDER INTERMEDIATE: S&P Assigns 'B' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Vander Intermediate Holding III Corp.,
the parent company of Volvo Construction Equipment Rents LLC and
BlueLine Rental Finance Corp.  The outlook is stable.  At the same
time, S&P assigned its 'B' issue rating to the company's proposed
$760 million senior secured second-lien notes.  The company will
also have a $475 million asset-based revolving loan facility
(unrated), about $190 million of which will be drawn at the
transaction's closing.  Volvo Construction Equipment Rents and
BlueLine Rental Finance will be coborrowers of the debt.  Vander
intends to use the proceeds from the new debt to fund the
acquisition.

"The rating reflects our assessment of Vander's business risk
profile as "weak" and its financial risk profile as "highly
leveraged."  The "weak" business risk profile assessment reflects
the company's modest end-market diversity and limited track record
as a stand-alone entity.  Vander presents itself as the fourth-
largest equipment rental provider in the cyclical and fragmented
North American equipment rental industry.  Vander provides
equipment to construction, energy, industrial, and other end-
markets.  Until 2012, Volvo Construction operated the business as
a franchisor to distribute its equipment to North American
markets.  Volvo transitioned the business to a company-owned
branch model by purchasing the franchises.  It also made
acquisitions and completed greenfield investments so that the
company now has good coverage in the U.S. and Canada, which allows
it to move equipment between branches and adjust to shifting
regional demand.  Nevertheless, Vander's limited track record as a
company owned and operated business and its transition to a stand-
alone entity involve some risk.  Over the next one to two years,
we expect the company to benefit from gradually recovering
nonresidential construction spending," S&P noted.

"The stable outlook reflects our view that the equipment rental
industry will continue to benefit from the nascent nonresidential
construction recovery and the company will transition to a stand-
alone entity without major disruptions.  This should result in
debt to EBITDA of less than 5x," said Standard & Poor's credit
analyst Sarah Wyeth.  "Capital expenditures are likely to increase
in 2015, leading to free operating cash flow (FOCF) to debt of
less than 5%."

S&P could raise the rating if the company achieves EBITDA margins
of about 40% while limiting capital expenditures to about
$100 million.  This would likely result in debt to EBITA of less
than 4x and FOCF to debt of 5%-10% and could lead S&P to assess
the company's cash flow leverage as "aggressive."  Importantly,
for a higher rating, S&P would also expect the company to adopt a
more conservative financial policy.

S&P could lower the rating if liquidity weakens or if
nonresidential construction activity stalls, resulting in Vander's
revenues declining by about 10% and EBITDA margin remaining at
about 30%.  This could result in sustained leverage well over 6x
and minimal FOCF.


VERINT SYSTEMS: S&P Retains 'BB-' Rating on First Lien Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue
rating and '3' recovery rating on Melville, N.Y.-based security
and business intelligence provider Verint Systems Inc.'s first-
lien term loan remain unchanged following the company's announced
intention to add on an additional $300 million to help pay for the
planned $514 million acquisition of KANA Software.

The company also intends to borrow from its revolver and use
$100 million of cash to help fund the acquisition.  The '3'
recovery rating indicates expectations of meaningful (50%-70%)
recovery of principal in the event of a payment default.  The 'BB-
' corporate credit rating and stable outlook also remain
unchanged.

The 'BB-' corporate credit rating on Verint reflects S&P's
assessment that the company's business risk position improves to
"fair" from "weak" with this acquisition, reflecting its broader
offering and the ability to offer a single vendor suite of
products.  Despite the increased debt, S&P still views financial
risk as "significant" with pro-forma debt, adjusted for cash, at
approximately 3.5x.  However, a negative comparative rating
adjustment, which reflects pro forma core financial metrics at the
lower end of the range expected for "significant", margins
somewhat below average for the technology software sector, and the
volatility of profitability in prior years results in the 'bb'
anchor score being adjusted down by one notch and a 'BB-'
corporate credit rating.  The stable outlook reflects S&P's view
that the current leverage level will decline modestly over the
next year.

RATINGS LIST

Verint Systems Inc.
Corporate Credit Rating                    BB-/Stable/--
  $950 mil 1st lien term bank ln due 2019
  Senior Secured                            BB-
   Recovery Rating                          3


VILLA MACHINI: Foreclosure Auction Set for Feb. 5
-------------------------------------------------
Real property of Villa Machini, Inc., and its affiliated entities
will be sold by Alaska Pacific Bank in a foreclosure auction on
Feb. 5, 2014 at 10:00 a.m.  The public auction will be held at the
front exterior door facing Main Street of the Courthouse for the
Superior Court for the State of Alaska, First Judicial District,
415 Main Street, Ketchikan, Alaska 99901.

The property, located at 21 Creek Street, Ketchikan, Alaska 99901,
will be sold for cash, which will be applied against obligations
owing to Alaska Pacific Bank, together with any additional
interest, attorney fees, costs and expenses incurred.   The bank
is owed $867,937 as of Dec. 12, 2013, which includes unpaid final
judgment as of Nov. 21, 2013, exclusive of attorney fees, of
$798,435; and interest from June 14, 2013, to Dec. 12, 2013, at
rate of 18% (181 days; Per diem: $393.75) totaling $71,268.

Interest continues to accrue for each day from and after Dec. 12,
2013 rate of 18% per annum; plus all additional attorney fees,
costs and expenses of the sale incurred by Alaska Pacific Bank.

Sale will be made without warranty, express or implied, regarding
title, possession or encumbrances.  The property is sold "as is"
and all bidders assume complete responsibility for determining to
their own satisfaction the condition and value of the property,
whether they have inspected it or not, and for determining the
amount, nature and effect of any and all liens and encumbrances
affecting the property, whether of record or not.  The judgment
creditor, the process server, its agents and attorney make no
warranties or representations of any nature, either express or
implied as to the condition of the property, status of title, or
the amount, nature or effect of any lien or encumbrance which now
affects or has ever affected the property to be sold, including
but not limited to the rights of tenants in possession.

Alaska Pacific Bank may bid by offset bid all or any part of the
debt owed.  All other bidders must be prepared to pay by cash,
certified funds, or cashiers check for the amount of their bid and
be able to demonstrate their compliance with this requirement
before any bid is finally accepted.

Any questions regarding the sale should be directed to the
attorney for Alaska Pacific Bank:

         Daniel G. Bruce
         BAXTER BRUCE & SULLIVAN P.C.
         P.O. Box 32819
         Juneau, Alaska 99803
         Telephone: (907) 789-3166

or to Mr. Bruce's assistant:

         Jeanette Fishel
         Telephone: (907) 790-7150

The case is, ALASKA PACIFIC BANK, a federally chartered savings
bank, Plaintiffs, vs. VILLA MACHINI, INC., an Alaska corporation,
JOSEPH MACHINI, HELENA MACHINI, MACHINI, INC., a Florida
corporation, ALASKA DUTY FREE, INC., a Florida corporation, ALASKA
ESCROW & TITLE INSURANCE AGENCY, an Alaska corporation, PERACH
MAZOR, KETCHIKAN TITLE AGENCY, INC., and also persons in
possession or claiming any right to possession and all other
persons or parties unknown claiming a right, title, estate, lien,
or interest in the real estate described in the complaint in this
action, Defendants, Case No. 1JU-12-578 CI, pending before the
Superior Court for the State of Alaska First Judicial District.


VISCOUNT SYSTEMS: Issues 22.335 Series A Preferred Stock
--------------------------------------------------------
Viscount Systems, Inc., issued a total of 22.335 Series A
Convertible Redeemable Preferred Stock, par value $0.001 per
share, to the outstanding holders of A Shares as dividend payments
on the A Shares for the period ended Dec. 31, 2013.  The A Shares
issued are subject to the conversion and dividend rights as set
forth in the Certificate of Designation, Preferences and Rights of
the Series A Convertible Redeemable Preferred Stock dated June 5,
2012, as amended Oct. 17, 2012.

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of C$500,000 by way of new debt or equity
financing to continue normal operations for the next twelve
months.  Management has been actively seeking new investors and
developing customer relationships, however a financing arrangement
has not yet completed.  Short-term loan financing is anticipated
from related parties, however there is no certainty that loans
will be available when required.  These factors raise substantial
doubt about the ability of the Company to continue operations as a
going concern.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
issued a "going concern" qualification on the Company's
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has an
accumulated deficit of $8,590,355 and reported a loss of
$2,679,186 for the year ended Dec. 31, 2012, raising substantial
doubt about the Company's ability to continue as a going concern.

Viscount Systems incurred a net loss and comprehensive loss of
C$2.67 million in 2012, as compared with a net loss and
comprehensive loss of C$2.95 million in 2011.   The Company's
balance sheet at Sept. 30, 2013, showed C$1.28 million in total
assets, C$3.94 million in total liabilities and a C$2.65 million
total stockholders' deficit.


VISTEON CORP: Moody's Says Johnson Controls Deal Credit Positive
----------------------------------------------------------------
The agreement by Visteon Corporation to purchase the automotive
electronics business of Johnson Controls is viewed as a credit
positive development, but does not impact Visteon's current B1
Corporate Family Rating and stable outlook. Visteon estimates the
acquired business had pro forma EBITDA of $58 million for the
fiscal year ended September 30, 2013. While adding to earnings,
the transaction only partially offsets the estimated EBITDA
reduction from the sale of the Visteon's 50 percent ownership
interest in its Chinese joint venture Yanfeng Visteon Automotive
Trim Systems Co., Ltd. (YFV). The combined transactions are
expected to bolster Visteon's competitive position in vehicle
electronics, and reduce the complexity of its corporate structure.

The last rating action for Visteon Corporation was on December 11,
2012 when the company's B1 Corporate Family Rating was affirmed.

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

Visteon, headquartered in Van Buren Township, Michigan, is a
leading global automotive supplier that designs, engineers and
manufactures innovative climate, electronic, and interior products
for vehicle manufacturers. The company has facilities in 28
countries and employs approximately 22,000 people. Revenues for
the LTM period ending September 30, 2013 were approximately $7.3
billion.


VOLVO CONSTRUCTION: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned equipment leasing company Volvo
Construction Equipment Rents, LLC (VCE) a Corporate Family Rating
(CFR) of B2 and a Probability of Default Rating (PDR) of B2-PD.
VCE will be changing its name at close to BlueLine Rental, and
accordingly, the CFR will reflect the new name upon the name
change. In addition, the company's proposed $760 million senior
secured 2nd lien notes, to be co-issued by VCE and BlueLine Rental
Finance Corporation, were rated B3. The proposed $475 million ABL
revolver was not rated by Moody's. The rating outlook is stable.
Proceeds from the notes will be used to partially fund the $1.1
billion acquisition of VCE by an affiliate of Platinum Equity from
Volvo Construction Equipment North America, LLC. Platinum Equity
LLC, is the equity sponsor.

Assignments:

  Issuer: Volvo Construction Equipment Rents, LLC

     Corporate Family Rating, Assigned B2

     Probability of Default Rating, Assigned B2-PD

     Senior Secured Second Lien Notes, Assigned B3 (LGD4, 69%)

The rating outlook is stable.

Ratings Rationale

The B2 CFR rating considers the company's elevated leverage,
unusually low equipment utilization rates and resulting negative
impact on margins and returns, and significant equipment
concentration with Earth Moving representing 42% and Aerial
equipment representing about 44% of the company's total rental
fleet. Moody's notes that demand for earth moving equipment in
particular is very cyclical, often strongest during economic
growth cycles but can soften significantly during periods of
economic contraction. The rating also reflects the relatively low
average age of the equipment fleet and the resulting decrease in
capital expenditure requirements.

The B3 rating on the senior secured second lien notes, one notch
below the CFR, reflects their subordination to the first-priority
senior secured debt including the borrowings under the Senior
Secured Credit Facility. The secured credit facility is a $475
million asset based revolver that is anticipated to have around
$186 million drawn at the close of the transaction. VCE's fleet
average age is below 3 years and is considered to be a competitive
advantage and is a substantial opportunity to improve margins
because low fleet age helps reduce maintenance costs and improves
marketability. Therefore, improved asset utilization is expected
to drive higher margins and support deleveraging through EBITDA
growth.

The rating or outlook could be downgraded if leverage was
anticipated to be over 5.5 times (vs. just over 5 times at close)
on a sustained basis. The rating or outlook could also come under
pressure if the company experienced decline in its fleet
utilization and/or EBITDA margins.

Given the company's size, low equipment utilization, and high
concentration in earthmoving and Aerial equipment, a rating
upgrade is unlikely over the near term. However, if leverage was
to fall below 4 times, and the company was expected to deleverage
further, the rating or the rating outlook could benefit.
Additional size/scale would also be necessary to support an
upgrade.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental 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.

Volvo Construction Equipment Rents, LLC, headquartered in
Shippensburg, Pennsylvania is a Delaware limited liability
company. The Company offers a comprehensive line of earthmoving,
aerial and various other construction equipment to service
customers across multiple end markets, including oil and gas,
power, industrial manufacturing, infrastructure, construction and
metals and minerals. Annual revenues are anticipated to be over
$700 million.


VYCOR MEDICAL: Completes Initial Closing of Equity Offering
-----------------------------------------------------------
Vycor Medical, Inc., completed the sale of $1,276,900 in Units
comprising Common Stock and Warrants to accredited investors.  The
Units were issued pursuant to the terms of separate Stock Purchase
Agreements between the Company and each of the Investors.  This
sale is an initial closing under a continuing offering.

Each Unit was priced at $1.80 and comprised one share of Common
Stock, a Series A Warrant to purchase 0.5 shares of Common Stock
at $2.05 per share and a Series B Warrant to purchase 0.5 shares
of Common Stock at $3.08 per share, both exercisable for a period
of three years.  A total of 709,398 shares of Common Stock and
Warrants to purchase 709,408 shares of the Company's Common Stock
were issued in the Initial Closing.  The proceeds of the sale of
the Units will be used for working capital and general corporate
purposes.

Fountainhead Capital Partners Limited, the Company's largest
shareholder with approximately 53 percent of the Common Stock, is
converting a total of $1,426,542 of accrued consulting fees into
an investment in Units under the Initial Closing, thereby enabling
the Company to further strengthen its balance sheet by converting
current liabilities into equity in the Company.

The securities offered in this private placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws.  Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.  The securities were offered
only to accredited investors.

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.26 million in total
assets, $5.08 million in total liabilities and a $2.82 million
total stockholders' deficiency.

Paritz & 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 a loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.


VYCOR MEDICAL: Fountainhead Stake at 60.4% as of Jan. 2
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Fountainhead Capital Management Limited
disclosed that as of Jan. 2, 2014, it beneficially owned
5,811,172 shares of common stock of Vycor Medical, Inc.,
representing 60.4 percent of the shares outstanding.  Fountainhead
previously reported beneficial ownership of 4,226,125 common
shares or 65.1 percent equity stake as of Sept. 24, 2013.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/mJ6noA

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.26 million in total
assets, $5.08 million in total liabilities and a $2.82 million
total stockholders' deficiency.

Paritz & 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 a loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.


W.M. PUTNAM: Business Sold to Martin Graphics
---------------------------------------------
Kevin Barlow, writing for Pantagraph.com, reports that Martin
Graphics & Printing Services on Dec. 31 finalized a deal to
acquire some assets of W.M. Putnam.  Terms of the sale were not
released.

The report says Dave Moravec, former president of W.M. Putnam, has
been hired as the new president/general manager of Martin
Graphics, according to a statement by Martin Graphics owner Chuck
Martin.

The report says Putnam's location at 1625 Commerce Parkway,
Bloomington, will close as part of the acquisition, and a
liquidation sale begins Friday.

Copenhaver, Inc., dba W.M. Putnam Company, an office supply
store, filed for Chapter 11 bankruptcy (Bankr. C.D. Ill. Case No.
13-72052) on Oct. 28, 2013, saying assets ranged from $500,001 to
$1 million; and debt ranged from $1 million to $10 million.  It is
represented by: Matthew McClintock, Esq. --
mattm@restructuringshop.com -- at Goldstein & McClintock, LLLP.  A
copy of the petition is available at
http://bankrupt.com/misc/ilcb13-72052.pdf


W.R. GRACE: Seeking $1.55-Billion in Loans for Bankruptcy Exit
--------------------------------------------------------------
W.R. Grace & Co. and its affiliated debtors are seeking
$1.55 billion in loans to finance their emergence from Chapter 11
protection.

According to papers filed with the U.S. Bankruptcy Court for the
District of Delaware, any appropriate exit financing package is
"likely to include" the following components: (a) a $700 million
senior secured term loan facility, (b) a $200 million Euro
equivalent senior secured term loan facility, (c) a $250 million
senior secured delayed draw term loan facility, (d) up to a $250
million senior secured revolving credit facility, and (e) up to
a $150 million (or its foreign currency equivalent) senior secured
multi-currency revolving credit facility.

Proceeds of the term loans will be used to pay in full "all
outstanding claims," make cash contributions to the trusts that
were created to pay off asbestos-related claims, and provide
working capital to the Reorganized Debtors for their business
operations and other general corporate purposes, including
payment of certain amounts in satisfaction of the Debtors'
prepetition lenders' claims for certain postpetition interest.

The revolving loan likely won't be drawn down on the effective
date of the Debtors' Chapter 11 Plan, but it will be available
after Grace's bankruptcy exit to fund operating needs, according
to the court filing.

Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Inc. and HSBC Securities (USA) Inc.
are arranging the financing.  They will be paid about $21.25
million in fees for arranging the loans.  If the Debtors obtain
exit loans from other lenders, the Debtors would pay a break-up
fee of less than 1 percent of the overall size of the exit
facilities.

The terms of the engagement agreements and fees are secret.  In
their motion, the Debtors asked the bankruptcy court's approval
to file those documents under seal "due to confidentiality
concerns."

The Debtors renewed talks with the lenders about the terms of the
exit financing after the U.S. Court of Appeals for the Third
Circuit in November rejected some of the appeals from the
bankruptcy court's approval of Grace's Chapter 11 plan of
reorganization.  Court papers show that the Debtors began their
search for an exit financing facility in May 2009.

In December, the chemical manufacturer settled the last appeal,
taken by secured bank lenders claiming the right to $185 million
of interest at the contractual default rate.  The settlement
resolved the claim for interest by paying $129 million, according
to Bill Rochelle, the bankruptcy columnist for Bloomberg News.

Judge Kevin Carey will hold a hearing on Jan. 29 to consider
approval of the Debtors' request to enter into the exit financing
commitment.  Objections are due by Jan. 22.

Grace, which filed for Chapter 11 protection in 2001 to deal with
the asbestos claims, anticipates emerging from bankruptcy by the
end of the month.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Receives Approval to Set Up Qualified Settlement Fund
-----------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates received the green
light from the U.S. Bankruptcy Court for the District of Delaware
to establish a so-called "qualified settlement fund" and
contribute up to $250 million to the fund.

By establishing the fund, W.R. Grace can receive a tax deduction
for 2013.  Based on the chemical manufacturer's estimated 37.5%
marginal federal and state tax rate, it would result in up to
$93.75 million in tax savings.

W.R. Grace had significant net operating losses for tax purposes
estimated on Dec. 31, 2003, to be about $348 million.  Currently,
the company doesn't have significant NOLs available to reduce its
taxable income in 2013 since they have already been substantially
utilized, according to court filings.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: 21 Employee Claims Disallowed by Bankruptcy Court
-------------------------------------------------------------
W.R. Grace & Co. obtained an order from U.S. Bankruptcy Judge
Kevin Carey disallowing 21 claims against the chemical
manufacturer.

The claims, which seek payment of more than $1.24 million, were
filed by employees, former employees or their beneficiaries who
may be entitled to receive benefits under the company's benefit
programs.  The claims are listed at http://is.gd/gASjSD

In case Judge Carey confirms a bankruptcy plan that doesn't call
for W.R. Grace to assume the benefit programs, the company may
file a notice stating that the claims will be reinstated after
the deadline to object or respond to the notice.

Any objection or response must be filed within 30 days after
service of the notice, according to the bankruptcy judge's order.

In another ruling, Judge Carey disallowed the claim, assigned as
Claim No. 18509, filed by Paulette Ramsey Nelson.  The claim was
disallowed on grounds that Ms. Nelson did not execute a proof of
claim and provide documents supporting its validity, according to
court filings.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Has Addendum to Settlement With Harper Insurance
------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to approve an
addendum to a settlement agreement it entered into with Harper
Insurance Ltd.

The addendum provides that the settlement agreement will
terminate if the effective date of Grace's plan to exit
bankruptcy protection doesn't occur on or before June 30, 2014.

Harper severally subscribed to four policies of excess liability
insurance that provide or are alleged to provide insurance
coverage to Grace.

The settlement agreement essentially provides for a buy-out of
certain of Harper's coverage obligations under the lower-layer
policies at a settlement value that is within the range of
Grace's settlements with its other insurers that have been
approved by the court.

The agreement also includes a complete, mutual release of claims
under the policies with respect to "asbestos bodily injury
claims" that fall within the products aggregate limit of those
policies.  The agreement, however, does not release Harper from
claims for coverage for non-products asbestos-related claims.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WAFERGEN BIO-SYSTEMS: Amends 11.3-Mil. Shares Resale Prospectus
---------------------------------------------------------------
Wafergen Bio-Systems, Inc., amended its registration statement
relating to the offering by Neel B. Ackerman and Martha N.
Ackerman, Jt. WROS, Applebaum Family Limited Partnership, James C.
and Susan M. Arnold, Jt. WROS, et al., of up to 11,278,129 shares
of common stock, par value $0.001 per share.  These shares include
5,893,750 shares of issued and outstanding shares of common stock,
1,625,000 shares of common stock issuable upon the conversion of
646.0351 shares of Series 1 Convertible Preferred Stock and
3,759,379 shares of common stock issuable upon the exercise of
warrants issued to the selling stockholders in connection with a
private placement offering completed on Aug. 27, 2013, and
Sept. 30, 2013.

The common stock, Series 1 Convertible Preferred Stock and
warrants were sold to the selling stockholders in a private
placement as units at a purchase price of $50,000 per unit, with
each unit consisting of (i) either 25,000 shares of common stock
or 9.9390 shares of Series 1 Convertible Preferred Stock, and (ii)
12,500 warrants to purchase one share of common stock at an
exercise price of $2.60 per whole share.

The Amendment was filed to update certain information to make the
Registration Statement current, including executive remuneration
for the most recent completed fiscal year, recording changes in
the Company's directors and the acquisition of certain assets of
IntegenX Inc. on Jan. 6, 2014.

The selling stockholders have advised the Company that they will
sell the shares of common stock from time to time in the open
market, on the OTCQB Marketplace, in privately negotiated
transactions or a combination of these methods, at market prices
prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.

The Company's common stock is traded on the OTCQB Marketplace
under the symbol "WGBS."  On Jan. 7, 2014, the closing price of
the Company's common stock was $2.00 per share.

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

                         http://is.gd/CPx65r

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company reported a net loss of $8.2 million on $586,000 of
revenue in 2012, net loss of $13.1 million on $523,000 of revenue
in 2011.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.

The Company's balance sheet at Sept. 30, 2013, showed $15.75
million in total assets, $5.80 million in total liabilities, $4.02
million in series A and B convertible preference shares of
subsidiary, and $5.93 million in total stockholders' equity.


WAFERGEN BIO-SYSTEMS: Amends 10.9MM Shares Resale Prospectus
------------------------------------------------------------
Wafergen Bio-Systems, Inc., amended its Form S-1 prospectus
relating to the offering by Biomedical Value Fund, L.P., WS
Investments II, LLC, Deerfield Private Design Fund II, L.P., et
al., of the Company of up to 10,911,058 shares of common stock,
par value $0.001 per share.  These shares include 1,067,317 shares
of issued and outstanding shares of common stock, 1,692,790 shares
of common stock issued and requiring registration following the
conversion of 688.3439 outstanding shares of Series 1 Convertible
Preferred Stock, 5,781,951 shares of common stock issuable upon
the conversion of 2,298.6729 shares of Series 1 Convertible
Preferred Stock and 2,369,000 shares of common stock issuable upon
the exercise of warrants issued to the selling stockholders on
Aug. 27, 2013, pursuant to an Exchange Agreement.

The common stock, Series 1 Convertible Preferred Stock and
warrants were issued in exchange for Series A-1 Convertible
Preferred Stock, par value $0.001 per share, with a liquidation
preference of approximately $17.1 million, Convertible Promissory
Notes with a principal amount of approximately $17.1 million and
Warrants exercisable for 565,180 shares.

The Amendment was filed to exclude from the Prospectus 38,631
shares of common stock that are not required to be registered
pursuant to the registration rights agreement with the selling
stockholders, and to update certain information to make the
Registration Statement current, including executive remuneration
for the most recent completed fiscal year, recording changes in
the Company's directors and the acquisition of certain assets of
IntegenX Inc. on Jan. 6, 2014.

The selling stockholders have advised the Company that they will
sell the shares of common stock from time to time in the open
market, on the OTCQB Marketplace, in privately negotiated
transactions or a combination of these methods, at market prices
prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.

The Company's common stock is traded on the OTCQB Marketplace
under the symbol "WGBS."  On Jan. 7, 2014, the closing price of
the Company's common stock was $2.00 per share.

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

                         http://is.gd/wGmXq4

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company reported a net loss of $8.2 million on $586,000 of
revenue in 2012, net loss of $13.1 million on $523,000 of revenue
in 2011.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.

The Company's balance sheet at Sept. 30, 2013, showed
$15.75 million in total assets, $5.80 million in total
liabilities, $4.02 million in series A and B convertible
preference shares of subsidiary, and $5.93 million in total
stockholders' equity.


YRC WORLDWIDE: Reviewing Options After Unsuccessful MOU Vote
------------------------------------------------------------
The International Brotherhood of Teamsters announced earlier that
employees did not approve the Memorandum of Understanding
extension proposal made by YRC Worldwide Inc.  Company officials
are in contact with Teamster leaders to explore options.

"While we are disappointed in the outcome of the vote, we believe
that timing of events related to our refinancing did not work in
our favor.  Many employees had already returned their ballots
prior to December 23, the date the company announced it had a
refinancing agreement in place.  We believe that was information
employees needed to make a fully informed decision," said YRC
Worldwide CEO James Welch.

"Despite the vote results, it is business as usual as we have
approximately 15,000 trucks on the road today serving 250,000
customers.  We will keep our customers, employees and stakeholders
advised of our efforts," concluded Welch.

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.


YRC WORLDWIDE: Inks Confidentiality Agreements with Investors
-------------------------------------------------------------
YRC Worldwide Inc., on Dec. 23, 2013, had executed stock purchase
agreements with certain investors pursuant to which it has agreed
to sell, in the aggregate, a combination of shares of Common
Stock, par value $0.01 per share, and shares of the Company's new
Class A Convertible Preferred Stock, par value $1.00 per share,
for an aggregate purchase price of $250 million in cash.  The
Company intends to use the proceeds therefrom to repay
indebtedness.  In addition, certain existing holders of the
Company's 10 percent Series B Convertible Senior Secured Notes due
2015 have agreed to exchange or convert their Series B Notes in an
aggregate principal amount of $50.6 million for an aggregate of
approximately 3.3 million shares of Common Stock.

In anticipation of the Transactions, YRC Worldwide Inc. entered
into a series of confidentiality agreements with the Investors and
other unrelated third parties in connection with the Transactions.
Under the Confidentiality Agreements, on and after Dec. 10, 2013,
the Company engaged the Restricted Parties in discussions
regarding the Company's capital structure, and provided them with
certain confidential information concerning the Company.

The Company agreed under the Confidentiality Agreements to
disclose publicly certain information disclosed to the Restricted
Parties under the Confidentiality Agreements after a specified
period of time if certain conditions were met.  Specifically,
under the Confidentiality Agreements, the Company is obligated to
make public a document containing information related to the
Transactions that constitutes material non-public information.

Between Dec. 10 and 20, 2013, the Company's management met with
the Restricted Parties to discuss the Transactions, and the
Restricted Parties were provided with presentation materials that
included the attached slides.  Portions of the Presentation
containing material information not previously disclosed publicly
are available for free at http://is.gd/Efi7Pk

In addition to the Presentation, the Company also provided the
Restricted Parties with a summary of the cost savings projected to
result from the Extension of the Agreement for the Restructuring
of the YRC Worldwide Inc. Operating Companies, by and among YRC
Inc., USF Holland, Inc., New Penn Motor Express, Inc., USF
Reddaway and the Teamsters National Freight Industry Negotiating
Committee of the International Brotherhood of Teamsters.  The
Company projects that average annual cost savings, if the IBT
Agreement were to be ratified and fully implemented, would total
approximately $100 million, and would consist of the following
categories:

   (i) monetary savings of approximately $60 million, the
       principal components of which include savings from foregone
       2014/2015 wage rate increases, a reduction in the rate at
       which vacation time accrues, changes in health and welfare
       benefit rates and a reduction in vacation time for certain
       employees;

  (ii) reduced absenteeism related savings of approximately $25
       million, the principal components of which include savings
       from the introduction of progressive disciplinary
       procedures for absenteeism and allowing employees the
       option during busy months to work while also receiving one
       week of vacation pay; and

(iii) savings from cost efficiencies resulting from greater
       operational flexibility of approximately $15 million.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.


ZALE CORP: Store Sales Increased 2% During Holidays
---------------------------------------------------
Zale Corporation announced that comparable store sales increased 2
percent at constant exchange rates, or 0.7 percent on a U.S.
dollar reported basis, for the combined months of November and
December 2013.  This increase follows a 1.6 percent increase at
constant exchange rates, or a 2.3 percent increase on a U.S.
dollar reported basis, in the prior year period.

Revenues for the two-month period were $556 million compared to
$567 million in the same period last year.  The decrease in
revenues is primarily due to the net decrease of 91 stores
compared to last year and a decline in the Canadian exchange rate,
partially offset by the two percent constant currency comparable
store sales growth.

"During the holiday period, we maintained our focus on increasing
exclusive product penetration, driving gross margin improvement
and building our core national brands," commented Chief Executive
Officer Theo Killion.  "We executed a solid holiday season despite
a challenging retail environment.  Our holiday performance gives
us confidence we can achieve our financial expectations for the
fiscal year."

Second Quarter Fiscal 2014 Outlook

For the quarter ending Jan. 31, 2014, the company expects gross
margin to be approximately 52.6 percent, or 200 basis points
higher than the prior year quarter.  This improvement is primarily
the result of efficiencies gained from the Company's merchandise
sourcing program, discipline around promotional activities and a
favorable commodity cost environment.  Operating margin is
expected to be approximately 8.6 percent, or 100 basis points
higher than the prior year quarter.

Holiday Selling Period Comparable Store Sales Detail

  * Zales branded stores, consisting of Zales Jewelers and Zales
    Outlet, posted a comparable store sales increase of 4.4
    percent, compared to an increase of 3.1 percent in the same
    period last year.

  * U.S. Fine Jewelry brands, consisting of Zales Jewelers, Zales
    Outlet and Gordon's Jewelers, posted a comparable store sales
    increase of 3.5 percent.  This increase follows a 2.2 percent
    rise in the same period last year.

  * Peoples branded stores posted a comparable store sales
    increase of 2.0 percent at constant exchange rates, following
    a 1.5 percent increase in the same period last year.  On a
    U.S. dollar reported basis, comparable store sales decreased
    4.5 percent, following a 5.1 percent increase in the same
    period last year.

  * Canadian Fine Jewelry brands, consisting of Peoples Jewellers
    and Mappins Jewellers, posted a comparable store sales
    increase of 0.5 percent at constant exchange rates, following
    a decline of 0.7 percent in the same period last year. On a
    U.S. dollar reported basis, comparable store sales decreased
    5.9 percent, following a 2.7 percent increase in the same
    period last year.

  * Piercing Pagoda, the Company's Kiosk Jewelry business, posted
    a comparable store sales decline of 5.1 percent.  In the same
    period last year, comparable store sales rose 1.7 percent.

All comparable store sales include the associated ecommerce
businesses.

Conference Call

Zale management held a conference call on Jan. 10, 2014, to
discuss holiday results.

Zale Scheduled to Speak at ICR XChange Conference

Zale management is scheduled to speak at the 16th Annual ICR
XChange Conference at the JW Marriott Orlando Grande Lakes in
Orlando, Florida on Monday, Jan. 13, 2014, at 4:00 p.m. ET.  A
live audio webcast of the presentation, as well as a replay, will
be available on the Company's Web site at www.zalecorp.com via the
Investor Relations homepage.

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corporation disclosed net earnings of $10.01 million on $1.88
billion of revenues for the year ended July 31, 2013, as compared
with a net loss of $27.31 million on $1.86 billion of revenues for
the year ended July 31, 2012.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


* IRS Says It Can Target 'Gap Interest' on Bankrupt Lawyer
----------------------------------------------------------
Law360 reported that the Internal Revenue Service can collect tax
debt from a bankrupt attorney because the debt was not discharged
in his Chapter 11 plan, the agency told an Arizona federal judge
on Jan. 14.

According to the report, the IRS asked the judge to reverse a 2009
decision of the bankruptcy court, which ruled that the agency
violated a discharge injunction for Arizona attorney Logan
Johnston when it tried to collect interest on his tax debt that
incurred during the four-year period between his filing for
bankruptcy and getting a reorganization plan.

The case is Internal Revenue Service, Arizona v. Johnston, Case
No. 2:13-cv-02133 (D. Ariz.).


* Banks Face New U.S. Moves Against Money Laundering
----------------------------------------------------
Andrew Grossman, writing for The Wall Street Journal, reported
that the U.S. Department of Justice has put Wall Street on notice
that it plans additional enforcement actions against banks that
haven't done enough to stem the flow of illicit funds to the U.S.
financial system.

According to the report, Mythili Rama, the acting assistant
attorney general who heads the Justice Department's Criminal
Division, said banks have stepped up efforts to guard against
money laundering in the wake of several high-profile federal
enforcement actions but believes the bank still need to do more as
there are still banks that haven't gotten the message.

The report said prosecutors are increasingly bringing cases under
the Bank Secrecy Act, which requires financial institutions to
take a range of steps to ensure customers' money doesn't come from
criminal activity.


* Banks Seek to Limit Volcker Rule
----------------------------------
Yalman Onaran, writing for Bloomberg News, reported that U.S.
banks are seeking to limit the reach of the Volcker Rule by
challenging its definition of what it means to own a hedge fund or
private-equity fund.

According to the report, the opening gambit was made by the
American Bankers Association, the industry's biggest lobbying
group, which said in a federal lawsuit filed last month on behalf
of community banks that regulators had defined too broadly what it
means to have an ownership stake.  A week later, four other
organizations, including the Financial Services Roundtable, sent a
letter to bank-supervisory agencies making the same point.

Regulators, who spent more than two years writing the rule,
defined ownership widely to capture all economic interests a firm
might have in restricted funds, the report related.  The ABA said
it should be narrower, focusing only on equity, and that buying
debt a fund sells doesn't qualify as ownership. If the industry
succeeds in getting the definition narrowed, that could allow
banks to have the ties to funds the rule intended to outlaw.

"Wall Street can create any kind of instrument that can look like
debt on paper but act and feel like equity," the report cited
Matthew Dunn, a director at Deloitte & Touche LLP, as saying. "So
without a wide-cast net for ownership, they could skirt the rule's
ban by structuring funds that they control and benefit from, but
technically don't own."


* Federal Reserve Said to Probe Banks over Forex Fixing
-------------------------------------------------------
Keri Geiger and Caroline Salas Gage, writing for Bloomberg News,
reported that the Federal Reserve is investigating whether traders
at the world's biggest banks rigged benchmark currency rates,
raising the risk that firms will be penalized for lax controls as
regulators look for wrongdoing.

According to the report, the Fed, which supervises U.S. bank
holding companies, is among authorities from London to Washington
probing whether traders shared information that may have let them
manipulate prices in the $5.3 trillion-a-day foreign-exchange
market to maximize their profits, said a person with direct
knowledge of the matter, asking not to be named because it's
confidential. The central bank's involvement in the probe hasn't
been previously reported.

"The Fed has discretion whether to and how much to fine the banks
if deficient controls or lack of supervision resulted in traders
at these banks manipulating currency rates," said Jacob S.
Frenkel, Esq. -- jfrenkel@shulmanrogers.com -- a former federal
prosecutor and now a lawyer at Shulman Rogers Gandal Pordy & Ecker
PA in Potomac, Maryland, the report cited.

The Fed punished firms for internal-control lapses last year as it
worked with state and federal authorities on cases involving
Iranian sanctions and botched derivatives bets, the report
related.  The foreign-exchange inquiry looks at benchmark
WM/Reuters rates used by companies and investors around the world.

Those rates are determined by trades executed in a minute-long
period called "the fix" at 4 p.m. in London each day, the report
further related.  By concentrating orders in the moments before
and during the 60-second window, traders can push the rate up or
down, a process known in the industry as "banging the close."


* Moody's Says US Money Market Funds Boost EU Banking Exposure
--------------------------------------------------------------
US money market funds (MMFs) have increased their total exposure
to European financial institutions by 11% in the first two months
of Q4 2013, while euro and sterling MMFs reduced their investments
in European financial institutions by 8% and 5%, respectively said
Moody's Investors Service.

--- US-dollar prime money market funds (MMFs): Exposures to
European financial institutions up 11%; assets under management
(AUM) increased by 3%; weighted-average maturity (WAM) shortened
by 1 day

Exposure to European financial institutions within US-dollar prime
MMFs continued to rise in Q4 2013 (based on October and November
data), with European banks securities increasing by 11%, driven by
increased investment in British and French financial institutions,
which rose by 33% and 11%, respectively. US money market funds
have shown a much stronger appetite for investments in Europe in
recent months, reflecting the receding concerns about Europe's
financial system.

Credit quality in the US MMF portfolios displayed modest
deterioration as investment in Aaa-rated securities decreased to
18% from 20% during Q4. Overnight liquidity remained solid at 35%,
whereas offshore domiciled funds have recorded an improvement, to
40% from 37% during the period.

The funds' sensitivity to market risk has slightly improved, as
the WAM shortened (on average) by one day to 41 days. The average
of Moody's stressed net asset value (NAV) measure of rated MMFs
remained stable at 0.9919.

US-domiciled funds increased AUM by 3% to $689 billion from $667
billion during the period.

--- Euro-denominated MMFs: Exposures to European financial
institutions down 8%, WAM extended by three days

Euro-denominated MMFs' aggregate exposure to European financial
institutions dropped by 8%, and fell to a 12-month low at EUR25.4
billion. Investments in Dutch, German and French financial
institutions recorded the sharpest fall -- decreasing by EUR1.2
billion (down 23%); EUR1 billion (down 33%) and EUR550 million
(down 6%), respectively.

Credit profiles improved as investments in Aa-rated investments
increased by 8% partly because of higher exposures to repurchase
agreements collateralized by Aa sovereign securities.

Prime funds have increased their WAM by 3.5 days to 42.7 days on
average, because exposures to securities with maturities between 1
and 3 months rose to 40% from 30% in Q3. This reflects managers'
continued struggle to generate yield for their investors amid the
ongoing unfavourable interest rate environment. The average
liquidity of these funds declined to 30.8% from 32.9% in Q3.

The WAM increase prompted a slight deterioration of the funds'
sensitivity to market risk. Funds' stressed NAV declined to 0.9923
the first two months of Q4 2013 from 0.9926 at the end of Q3.
Obligor concentration remained relatively low at 19.3%.

Euro-denominated MMFs recorded a modest (0.4%) increase in AUM to
EUR67.1 billion in the first two months of the fourth quarter.

--- Sterling-denominated MMFs: Exposures to European financial
institutions down 5%; WAM and market risk have stabilised

Exposure to European financial institutions fell by 5.4% (down by
GBP2.6 billion) with UK, German and French financial institutions
experiencing the sharpest fall -- decreasing by GBP1.8 billion
(down 16%), GBP700 million (down 16%) and GBP700 million (down
6%), respectively.

Prime sterling-denominated MMF credit profiles experienced a
modest improvement with a 3% increase in the investment of Aaa-
rated and Aa-rated securities, while investment in A-rated
instruments declined by 4%.

WAM of Sterling-denominated prime funds was stable at 42.1 days,
with overnight liquidity at 30.9% of fund portfolios.

The sensitivity to market risk also remained stable in Q4, with an
average stressed NAV at 0.9925.

Sterling-denominated prime MMFs recorded a small (0.4%) decrease
in AUM to GBP99.5 billion in the first two months of the fourth
quarter.

Moody's analysis is based on the portfolios of all Moody's-rated
MMFs in the first two months of Q4 2013. For the US dollar funds,
the data covers 40 US Prime MMFs and 27 European and offshore US
dollar-denominated MMFs. For the euro-denominated MMFs and
sterling-denominated MMFs, the data covers 22 and 21 funds,
respectively, domiciled in Europe.


* Wall Street Predicts $50B Bill to Settle U.S. Mortgage Suits
--------------------------------------------------------------
Jessica Silver-Greenberg and Peter Eavis, writing for The New York
Times DealBook, citing interviews and a confidential analysis of
the mortgage industry's potential legal exposure, reported that
Wall Street could pay nearly $50 million to buy peace from federal
authorities who are taking aim at the banks over their role in the
mortgage crisis.

The report said a payment of $50 billion would amount to roughly
half the total annual profit of large American banks in 2012.  The
$50 billion figure does not include JPMorgan & Chase's $13 billion
payout.

The report related that the banks and their outside lawyers are
using JPMorgan's $13 billion mortgage settlement in November to do
the math and determine just how much each bank might have to pay
to move beyond the torrent of government mortgage litigation that
has dogged them since the financial crisis.


* New Mortgage Rules Aim to Protect Home Buyers, Owners
-------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
new mortgage rules went into effect last week to remodel the
market.

Housing groups, according to the report, worry that changes meant
to shield Americans from abusive lending practices that
contributed to the financial crisis will make it harder for many
to buy homes.  Experts, however, say the rules will create
sustainable homeownership by ensuring that borrowers can afford to
repay their home loans.

The report said lenders will have to verify borrowers' income,
assets and debt before signing them up for home loans. Such
common-sense practices anchored the mortgage market for decades
but were cast aside in the lead-up to the meltdown as banks
relaxed standards to churn out more lucrative loans. The result
was millions of homeowners who were unable to manage their
mortgages once the market tanked.


* Senators Start 2014 With More "Too Big to Fail" Criticism
-----------------------------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that
senators continued to lambast the size of large Wall Street banks
at a hearing last week, signaling lawmaker pressure to break up or
shrink big banks will not abate in the new year.

According to the report, Sen. Sherrod Brown (D. Ohio) and Sen.
Elizabeth Warren (D. Mass.) both proposed bills last year that
would essentially force big banks to break up or shrink and
pressed regulators publicly to take a harder line against those
institutions.

The report related that Sen. Brown last week opened a subcommittee
hearing on big bank subsidies by saying it's "unacceptable" that
"the largest Wall Street banks are so much larger and more
concentrated than they have ever been."  Sen. Warren, the report
further related, said the 2010 Dodd Frank law has not curbed the
possibility of future taxpayer bailouts of financial firms, a
position backed by several academics testifying during the hearing
last week.


* Trust Fund for Disability Benefits Facing Insolvency
------------------------------------------------------
According to the Disability Rights Law Center, led by Alex Boudov,
attorney at law, the Social Security Administration (SSA) said
that the trust fund responsible for paying disability benefits is
expected to post a deficit of $31.49 billion for 2013, marking the
fifth straight year of shortfalls.  Sadly, some worry that if
nothing is done to protect the fund, its potential insolvency will
ultimately lead to dire consequences for those who rely on their
disability benefits to make ends meet.

Mr. Boudov notes that the news of a forecasted deficit is
particularly noteworthy given the fact that the fund -- known as
the Social Security Disability Trust Fund -- actually experienced
surpluses for 15 years prior to the recent five-year downward
trend.  Indeed, during the 57 years in which the Social Security
Disability Insurance (SSDI) program has been in place to assist
disabled workers, the fund has only run a deficit 19 times.

Sadly, with a string of five shortfalls -- totally around $115
billion -- it likely comes as little surprise that the SSA now
estimates that the disability fund, which has roughly $100 billion
remaining, will be depleted by 2016 under current conditions.

A full-text copy of the Disability Rights Law Center's press
release is available for free at http://is.gd/5GC0yR


* Warren Sees Yellen Boosting Fed's Oversight of Banks
------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that U.S.
Senator Elizabeth Warren said she anticipates Janet Yellen will be
a more aggressive financial regulator than Ben S. Bernanke when
she succeeds him as chairman of the Federal Reserve Board.

"Yellen is making commitments in the direction of saying she
understands the problem, she sees the problem, she knows what the
tools are. I'm hopeful that means she's going to act," Warren, a
Massachusetts Democrat, said of the Fed's regulatory duties in an
interview on Bloomberg Television's "Political Capital with Al
Hunt," airing this weekend.

Warren said she is "optimistic" about Yellen's approach to
financial regulation, particularly with big banks. She said she
would give a "mixed grade" to Bernanke's chairmanship.


* Debt Rule Faces Dilution as Regulators Heed Bank Warnings
-----------------------------------------------------------
Jim Brunsden, writing for Bloomberg News, reported that lenders
are poised to win concessions from central bank chiefs and global
regulators over a debt limit they criticized as a blunt instrument
that would penalize low-risk activities and curtail lending.

According to the report, a revised leverage-ratio plan is set to
be laxer than a draft published last year by the Basel Committee
on Banking Supervision, said a person familiar with the scope of a
Jan. 12 meeting of the group's oversight body at which the measure
will be discussed.

Leverage ratios are designed to curb banks' reliance on debt by
setting a minimum standard for how much capital they must hold as
a percentage of all assets on their books, the report related.  A
quarter of large global lenders would have failed to meet the
draft version of the leverage limit had it been in force at the
end of 2012, according to data published by the committee in
September.


* CMF Associates Principal Named
--------------------------------
CMF Associates, a leading provider of financial, operational, and
human capital solutions to private equity, middle-market, and
small cap public companies, announced that Brian Dwyer has been
named a Principal of the firm and will be responsible for
developing and managing account relationships for CMF's financial
consulting, executive search, and deal origination practices.

Brian comes to CMF with more than seven years of financial
services experience, having spent time in global equity trading,
financial consulting, and private equity. Prior to re-joining CMF,
Brian was the Director of Business Development for Element
Partners, an $800 million private equity group in Radnor, PA,
where he was responsible for identifying and analyzing new
investment opportunities for the firm.

Before joining Element, Brian managed CMF's Deal Origination
practice, which sources new investment opportunities to private
equity firms nationally. He also worked at Morgan Stanley as part
of their fixed income and equity trading team. Brian's experience
and strong relationships in the M&A and professional services
communities makes him an asset to CMF and our clients.

"Brian is the consummate professional -- someone you want to have
on your team," said Thomas Bonney, founder and managing director
at CMF Associates. "We are thrilled that he has chosen to continue
his career with CMF."

Brian holds a B.S. in International Business from Saint Joseph's
University with minors in Economics and Italian, and is currently
an Executive MBA candidate at Villanova University.

                     About CMF Associates

CMF Associates, LLC, delivers transaction- and transition-focused
financial, operational, and human capital solutions to private
equity, middle-market and small cap public companies.
Headquartered in Philadelphia, CMF's offering includes temporary
CEO, COO, and controllership services; M&A advisory including pre-
transaction due diligence and post-transaction integration;
organizational design and full-time executive search; and deal
sourcing.  To learn more, visit http://www.cmfassociates.com

Contact:

         Jamie Brown
         CMF ASSOCIATES LLC
         E-mail: jbrown@cmfassociates.com
         Tel: (215) 940-4423



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***