TCR_Public/140117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 17, 2014, Vol. 18, No. 16


                            Headlines

801 E FRONT: McCallen & Sons Appointed as Receiver
ALLY FINANCIAL: Sees $90MM to $110MM Net Income in Fourth Quarter
ALLY FINANCIAL: Treasury Sells $3 Billion Stake
ALVARION LTD: Receives NASDAQ Delisting Decision
AMERICAN AIRLINES: 42MM Preferred Shares Convert to Common Shares

AOXING PHARMA: Receives NYSE MKT Listing Compliance Extension
AMERICAN APPAREL: Comparable Sales for December 2013 Decreased 6%
APPLIED SYSTEMS: S&P Retains 'B' CCR Over $45-Mil. Debt Add-On
ATRIUM INNOVATIONS: S&P Assigns 'B' CCR; Outlook Stable
BEACON ENTERPRISE: Charles Glasgow Stake at 13% as of Jan. 13

BEAZER HOMES: Credit Suisse Stake at 6.6% as of Jan. 14
BERNSTEIN COMPANY: Trustee Abandons Hotel, Other Assets
BEST BUY: Discounting Failed to Help Holiday Results
BISHOP OF STOCKTON: Case Summary & 21 Top Unsecured Creditors
BON-TON STORES: Bad December Weather Affects Full Year Results

BONNIE LANE OFFICES: Foreclosure Auction Set for Jan. 30
BURLINGTON, VT: Moody's Affirms 'Ba1' Rating, Outlook Stable
CALIBER IMAGING: Appoints Daniel Siegel to Its Board of Directors
CASH STORE: Beutel Goodman Held 2.4% Equity Stake at Dec. 31
CEETOP INC: Sells $3.7 Million Worth of Common Shares

CELL THERAPEUTICS: To Reacquire Rights to Anti-Cancer Compounds
CHINA LOGISTICS: Re-Hires RBSM LLP as Accountants
CHINA LOGISTICS: China Direct Held 7.8% Equity Stake at Jan. 31
CLEAR CHANNEL: CEO Pittman Signs 5-Year Contract
CORD BLOOD: St George Stake at 9.9% as of Jan. 14

CORNERSTONE HOMES: U.S. Trustee to Appoint Chapter 11 Trustee
DETROIT, MI: Judge Rejects Deal to Exit Swap Contracts
DREIER LLP: Dickstein Shapiro Approved as Ch. 11 Trustee Counsel
DUMA ENERGY: Chief Accounting Officer and Treasurer Quits
EDENOR SA: Evaluating Impact of Argentine Resolutions

EDGENET INC: Files for Chapter 11 to Sell Business
EDGENET INC: Taps Phase Eleven as Claims Agent
EDGENET INC: Seeks to Use Cash Collateral
EDISON MISSION: Feb. 4 Hearing on Bid to Estimate EIX Claims
EDISON MISSION: Union Pacific Balks at Assumption of Contracts

EDISON MISSION: Wants Until March 31 to Decide on Leases
ELBIT IMAGING: Defers Adoption of Compensation Policy
ELEPHANT TALK: To Receive $10-Mil. Prepayments From Vodafone
ENDEAVOUR INTERNATIONAL: Lonestar Partners Holds 6% Equity Stake
EXIDE TECHNOLOGIES: Fidelity Holds 2.9% of Common Shares

FIRST DATA: Goldman Sachs to Sell $725 Million Senior Notes
FRESH & EASY: Direct Fee Review Approved as Fee Examiner
FRESH & EASY: Wants Until April 1 to Propose Chapter 11 Plan
FRESH & EASY: Wants Until Feb. 28 to Decide on Unexpired Leases
GAC DEVELOPMENT: Foreclosure Auction Set for Feb. 5

GENERAL MOTORS: Moody's Says Declared Dividend is Credit Negative
GSE ENVIRONMENTAL: S&P Lowers CCR to 'CCC-' on Weak Earnings
HAMPTON ROADS: William Wright Joins as Vice President of Finance
HARBINGER GROUP: Fitch to Rate $200MM Sr. Unsecured Notes 'B/RR4'
HARBINGER GROUP: Moody's Rates $200-Mil. Sr. Unsecured Notes Caa2

HARBINGER GROUP: S&P Rates New $200MM Sr. Unsecured Notes 'CCC+'
HUNTINGTON INGALLS: Fitch Affirms 'BB' IDR & Unsecured Debt Rating
IDERA PHARMACEUTICALS: Appoints New CMO and Director
INFUSYSTEM HOLDINGS: Presented at Sidoti & Company Conference
JAZZ PHARMACEUTICALS: S&P Affirms 'BB+' Secured Debt Rating

KEMET CORP: EVP and President KEMET Asia to Resign
KEMET CORP: Royce & Associates Stake at 6.3% as of Dec. 31
KEYWELL LLC: Barnes & Thornburg Gets Okay as Environmental Counsel
KEYWELL LLC: McDonald Hopkins Approved as Committee Counsel
KEYWELL LLC: Won't Employ Claims or Notice Agent

LDK SOLAR: Noteholders Agree to Forbear Payment Until Jan. 23
LIGHTSQUARED INC: New Plan Draws Flak from ACE American
LIGHTSQUARED INC: Falcone Didn't Know Ergen Was Buying Debt
LUCAS-GUNN PROPERTIES: Sunset Cove Condo Units to Be Sold Feb. 7
MANTARA INC: Tiger to Conduct Online Sale for Assets on Jan. 21

MASONITE INT'L: Moody's Rates New $100MM Add-On Unsec. Notes 'B3'
MCCLATCHY CO: Royce Owns 5.3% of Class A Shares as of Dec. 31
MDU COMMUNICATIONS: Inks Follow-On APA with AM3
MOUNTAIN MELODY: Motel, Others to Be Sold at Feb. 7 Auction
MRI SOFTWARE: S&P Assigns Prelim. 'B' CCR; Outlook Stable

MUSCLEPHARM CORP: Amends Quarterly Reports to Correct Error
NATIONAL MENTOR: S&P Affirms 'B' CCR; Outlook Stable
NEWPAGE CORP: S&P Rates $750MM Sr. Secured Loan 'B+'
OVERSEAS SHIPHOLDING: Expects $32MM Savings From Outsourcing Deal
OVERSEAS SHIPHOLDING: Board OKs $6MM Transition Incentive Program

PLUG POWER: Offering $30 Million Worth of Common Stock
PLYGEM HOLDINGS: Investor Presentations Held
QUANTUM FUEL: Iroquois, et al., to Sell 1.3-Mil. Common Shares
RADIOSHACK CORP: Appoints Retail Industry Veteran as CFO
REGAL FOREST: Fitch Assigns BB- Local Curr. Issuer Default Rating

RICEBRAN TECHNOLOGIES: Closes Exercise Over-Allotment Option
RIH ACQUISITIONS: Wins Final Approval to Pay $2.2MM to Suppliers
RIH ACQUISITIONS: Wins Final Approval to Obtain $15-Mil. DIP Loan
RIH ACQUISITIONS: Wins Court Approval of Deal With Unite Here
ROSETTA GENOMICS: Inks Services Pact with Major Biopharma Company

S.D. WALKER: Files for Chapter 11 in New Jersey
S.D. WALKER: Voluntary Chapter 11 Case Summary
SALON MEDIA: Annual Stockholders' Meeting Set on March 13
SANTEON GROUP: To Cease Making Periodic SEC Filings
SCOTTSDALE VENETIAN: Wins Plan Exclusivity Through Feb. 17

SECUREALERT INC: Had $18.9 Million Net Loss in Fiscal 2013
SEGA BIOFUELS: Wants Control of Case Until March 10
SEQUENOM INC: Posts $162 Million of Total Revenue in 2013
SILGAN HOLDINGS: Moody's Assigns Ba1 Rating to Sr. Sec. Revolver
SILGAN HOLDINGS: S&P Affirms 'BB+' CCR; Outlook Stable

SOUTH FLORIDA SOD: Property to Be Auctioned Off Feb. 13
SPIG INDUSTRY: Claims Bar Date Set for Jan. 31
SPIG INDUSTRY: Must File Plan by Feb. 11 or Face Dismissal
SPRINT CORP: Has Proposals on Financing Bid for T-Mobile
SR REAL ESTATE: DACA, Lenders Challenge Exclusivity Extension Bid

ST. JOSEPH'S HOSPITAL: Cut to 'Ba2' by Moody's; Outlook Negative
STONEBRIDGE BUILDERS: Asset Auctioned After BB&T Declared Default
THOMPSON CREEK: Reports Q4 and 2013 Production and Sales Results
TOYS 'R' US: Fitch Cuts IDR to 'CCC' & Revises Recovery Ratings
TRAKLOK CORP: Tradenames Auctioned Off

TRILITO INC: Files for Chapter 11 in Puerto Rico
TUNNELL FAMILY: Real Property Auctioned Off After Default
UNITED CONTINENTAL: Sees $158 Million Fourth-Quarter Charge
USEC INC: Amends QIP for 2014 Over Planned Bankruptcy Filing
UNITEK GLOBAL: New Mountain Held 5.1% Equity Stake at Dec. 2

UNIVERSITY GENERAL: Presented at Sidoti & Company Conference
URBAN AG: Hires Silberstein Ungar as New Accountants
VELTI INC: Files Schedules of Assets and Liabilities
VERISK'S ACQUISITION: Moody's Retains Ba1 Corporate Family Rating
VIGGLE INC: Wetpaint Had $3.9 Million Net Loss in 2012

VISUALANT INC: Incurs $6.6 Million Net Loss in Fiscal 2013
WATERJET HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable
WEST CORP: Seeks to Amend 2010 Credit Agreement with Wells Fargo
XZERES CORP: Ravago Stake at 10.1% as of Dec. 17
XZERES CORP: James Duffy Stake at 5% as of Jan. 13

YRC WORLDWIDE: Rima Senvest Stake at 6.8% as of Jan. 9
ZOGENIX INC: Expects $9 Million Net Product Sales in 4th Quarter
ZOGENIX INC: To Terminate Co-Promotion Pact with Mallinckrodt

* Automotive Industry Among Top Drivers of Innovation, Study Shows
* Medicare Cuts Leading to Job Loss in Home Health Sector
* New Ratings Agency Hopes to Compete With Big 3 Outside U.S.

* AlixPartners Promotes 11 Professionals to Managing Director
* Greenberg Glusker Names Bob Baradaran as Managing Partner
* Huron Briefing Addresses Board as Agent of Change in Turnarounds
* Pryor Cashman Promotes Seth Lieberman to Partner

* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970


                            *********


801 E FRONT: McCallen & Sons Appointed as Receiver
--------------------------------------------------
McCallen & Sons, Inc. has been appointed General Receiver to take
control of 801 E Front, LLC.  The primary asset of 801 Front is a
commercial site located at 801 E Front Street, Port Angeles,
Washington 98262, including associated personal property.

Pursuant to the Nov. 1, 2013 Order of the Superior Court of the
State of Washington in and for the County of Clallam, the Receiver
has assumed exclusive possession and control of the assets of 801
Front, is managing same, and preparing for orderly liquidation.

All persons and businesses who believe they are owed money by 801
Front on account of any goods, services or credit provided to 801
Front before Nov. 1, 2013, or who claim to have any other
obligation enforceable against 801 Front on account of any
transaction occurring before that date, have been required to file
proofs of claim with the receiver's attorney.  Creditors who fail
to timely file a claim will not share in any distributions, should
any funds become available.

Creditors had until Dec. 9, 2013, to file proofs of claim.  State
agencies and taxing authorities have a May 6, 2014 deadline.

The receiver is represented by:

         Daniel J. Bugbee, Esq.
         GARVEY SCHUBERT BARER
         1191 Second Avenue, Suite 1800
         Seattle, WA 98101


ALLY FINANCIAL: Sees $90MM to $110MM Net Income in Fourth Quarter
-----------------------------------------------------------------
Ally Financial Inc. expects to release its financial results for
the fourth quarter of 2013 on Feb. 6, 2014.  Based on Company data
available as of Jan. 13, 2014, Ally estimates net income of
between $90 million and $110 million for the fourth quarter of
2013, which includes an estimated pre-tax charge of $98 million
that Ally has previously announced related to consent orders
issued by the Consumer Financial Protection Bureau and the U.S.
Department of Justice.  Ally further expects to report that at
Dec. 31, 2013, total assets and total equity were approximately
$151 billion and $14 billion, respectively.  This information is
preliminary and is subject to revision based on the completion of
Ally's fourth quarter financial close and reporting process.

Protective Amendment

On Jan. 9, 2014, the Board of Directors of Ally approved an
amendment to Ally's Amended and Restated Certificate of
Incorporation to add a new Exhibit I that is intended to help
protect certain tax benefits primarily associated with Ally's net
operating losses and tax credit carryovers, and recommended that
the Protective Amendment be submitted for approval by Ally's
shareholders.  Ally's use of the Tax Benefits in the future may be
significantly limited if it experiences an "ownership change"
(within the meaning of Section 382 of the Internal Revenue Code of
1986, as amended) for U.S. federal income tax purposes.  In
general, an ownership change will occur when the percentage of
Ally's ownership (by value) of one or more "5-percent
shareholders" has increased by more than 50 percent over the
lowest percentage owned by those shareholders at any time during
the prior three years (calculated on a rolling basis).

A full text copy of the Certificate of Amendment to Ally's Amended
and  Restated Certificate of Incorporation is available for free
at http://is.gd/Lo4fgb

On Jan. 9, 2014, the Board approved additional amendments to
Ally's Amended and Restated Certificate of Incorporation and
Bylaws to accommodate the implementation of the Protective
Amendment and Plan.  These included amendments to (i) reflect the
designation of a new series of Participating Preferred Stock, par
value $0.01 per share and authorization of 15,000 shares thereof
and (ii) add an exception to the application of preemptive rights
for issuances of securities pursuant to the Plan.

Ally submitted the Plan, the Protective Amendment and the
additional amendments, to holders of Ally's common stock, par
value $0.01 per share, for consent and approval.  As of Jan. 10,
2014, consents of shareholders holding 80.1 percent of the
outstanding shares of Common Stock, including at least two holders
of Common Stock where required, were received.

Tax Asset Plan

On Jan. 9, 2014, the Board approved the adoption of a Tax Asset
Protection Plan and Ally entered into the Plan on Jan. 10, 2014.
The purpose of the Plan is to help protect Ally's ability to
recognize Tax Benefits.  The Plan is designed to reduce the
likelihood that Ally will experience an "ownership change" for
U.S. federal income tax purposes by (i) discouraging any person or
group from becoming a holder of 4.99 percent or more of the
outstanding shares of Common Stock and (ii) discouraging any
existing holder of 4.99 percent or more of the outstanding shares
of Common Stock from acquiring additional shares of Ally stock,
subject to certain exceptions.  There is no guarantee, however,
that the Plan will prevent Ally from experiencing an ownership
change.

In connection with the adoption of the Plan, on Jan. 9, 2014, the
Board declared a dividend, payable on Jan. 10, 2014.

As of Jan. 9, 2014, there were 1,547,637 shares of Common Stock
issued and outstanding.  As long as the Rights are attached to the
Common Stock, Ally will issue one Right with each new share of
Common Stock so that all those shares will have Rights attached.

A copy of the Tax Asset Protection Plan is available at:

                         http://is.gd/OnQhv8

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

                         http://is.gd/jYUwnz

                         About Ally Financial

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

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

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

                           *     *     *

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

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

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


ALLY FINANCIAL: Treasury Sells $3 Billion Stake
-----------------------------------------------
William Alden, writing for The New York Times' DealBook, reported
that the Treasury Department said on Jan. 16 that it had sold $3
billion worth of its shares in Ally Financial, bringing taxpayers'
stake in the auto lender below 50 percent.

Accordingt o the report, the Treasury priced a sale of 410,000
shares of Ally at $7,375 each, according to the statement,
reducing the government's stake to 37 percent from 64 percent.
Ally, the former financing arm of General Motors, received a $17.2
billion rescue in the financial crisis.

With the latest sale, the government will have recovered about
$15.3 billion, or 89 percent of that bailout, the Treasury said,
the report cited. The government did not disclose the names of the
institutional buyers that participated in the deal.

The sale, conducted as a private placement, helps resolve
questions about how the government would dispose of its Ally
stake, the report said.  Ally had long been expected to hold an
initial public offering.

On Jan. 16, the Treasury left open the possibility of an offering,
saying the company might pursue "a public offering, private sale
of its common shares, or other alternatives," the report further
related.

                       About Ally Financial

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

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

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

                           *     *     *

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

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

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


ALVARION LTD: Receives NASDAQ Delisting Decision
------------------------------------------------
Alvarion(R) Ltd. (in interim liquidation and receivership) on
Jan. 15 disclosed that by letter dated January 14, 2014, the
Company was notified that the NASDAQ Listing Qualifications
Hearings Panel has determined to delist the Company's ordinary
shares from The NASDAQ Capital Market, and to suspend trading in
the shares effective at the open of business on January 16, 2014.

The ordinary shares were subject to delisting from NASDAQ,
pursuant to NASDAQ Listing Rule 5110(b), due to the Company's
bankruptcy proceedings in Israel.  On October 3, 2013, the Company
appeared before the Panel, which subsequently granted the Company
an extension through January 13, 2014 to complete the receivership
proceedings in Israel and evidence compliance with the applicable
NASDAQ Listing Rules.  The Company failed to timely satisfy the
terms of the Panel's decision.

The Company may request that the NASDAQ Listing and Hearing Review
Council review this decision.  The appeal must be received within
15 days from the date of the Panel's letter.

The Company's ordinary shares will begin trading on the OTCQB
Market effective with the open of the market on January 16, 2014,
under the trading symbol ALVRQ.

In addition, the Company was advised by the Tel Aviv Stock
Exchange (the "TASE"), that trading in the Company's ordinary
shares on the TASE will be suspended simultaneously with the
commencement of suspension by NASDAQ.

                          About Alvarion

With headquarters in Tel Aviv, Israel, Alvarion Ltd. provides
optimized wireless broadband solutions addressing the
connectivity, coverage and capacity challenges of telecom
operators, smart cities, security, and enterprise customers.

The Company reported a net loss of $55.9 million on $49.9 million
of revenue in 2012, compared with a net loss of $33.8 million on
$69.5 million of revenue in 2011.

In July 2013, Alvarion said it has agreed to the appointment of a
receiver and won't contest an attempt by Silicon Valley Bank to
secure a winding up order from theDistrict Court of Tel-Aviv -
Yaffo.

Mr. Yoav Kfir, CPA, has been named as the company's receiver.

The District Court of Tel Aviv -- Yaffo's on July 21, 2013,
approved an operating plan to allow the normal business operation
of the company.


AMERICAN AIRLINES: 42MM Preferred Shares Convert to Common Shares
-----------------------------------------------------------------
American Airlines Group Inc., on Jan. 8 provided the following
notice to holders of its Series A Convertible Preferred Stock
(NASDAQ: AALCP) pursuant to Section 5.1 of the Certificate of
Designations governing the terms of the Convertible Preferred
Stock:

     -- 41,963,700 shares of Convertible Preferred Stock will be
converted into shares of Common Stock (NASDAQ: AAL) as of the
close of business on January 8, 2014. By operation of the
mandatory conversion mechanism contained in the Certificate of
Designations, each holder will have approximately 26.6 percent of
its shares of Convertible Preferred Stock mandatorily converted.

      -- The Conversion Price used for determining the number of
shares of Common Stock issuable upon conversion of the Convertible
Preferred Stock is $25.3863. For each $1,000 in Stated Value of
Convertible Preferred Stock mandatorily converted, Holders will
receive approximately 39.39 shares of Common Stock. Stated a
different way, each share of Convertible Preferred Stock
mandatorily converted will be converted into approximately 0.9899
shares of Common Stock, subject to rounding.

     -- The Depository Trust & Clearing Corporation (DTCC) will be
processing the conversion on their systems on the morning of
January 9, 2014. Investors should inquire of their broker
regarding the treatment of their shares upon the mandatory
conversion.

     -- The next Mandatory Conversion Date will occur on February
7, 2014. An additional 41,963,700 shares of Convertible Preferred
will convert to Common Stock on that Mandatory Conversion Date.
The conversion ratio will be determined based on the volume
weighted average price of AAL for the five trading days prior to
February 7, 2014.

     -- The second Optional Conversion Period will commence on
January 14, 2014.

Additional Common Stock Distributions

     -- Pursuant to Section 4.5 of the Company's Fourth Amended
Joint Plan of Reorganization, holders of AMR common stock
(formerly traded under the symbol: "AAMRQ") who received an
initial distribution of shares of AAL in connection with the
effective date of the Plan will receive, for each share of AMR
common stock previously owned, a distribution of approximately
0.1319 shares of AAL on or about January 9, 2014. AAMRQ holders
may in the future receive additional distributions based on the
trading price of AAL common stock during the 120 day period after
the effective date and the total amount of allowed claims, in each
case, in accordance with the terms of the Plan.

     -- Pursuant to Section 5.15 of the Plan, holders of
convertible notes who elected to be treated as if they had
converted their notes to AMR common stock prior to the effective
date will also receive a distribution of shares of AAL.
Individuals who held AMR's 6.25% Convertible Senior Notes due 2014
and elected to be treated as if they held AMR common stock will
receive approximately 14.4563 shares of AAL for each $1,000 of
principal amount thereof, and individuals who held AMR's 4.5%
Convertible Senior Notes due 2024 and elected to be treated as if
they held AMR common stock will receive 6.000 shares of AAL for
each $1,000 of principal amount thereof, in each case on or about
January 9, 2014.

     -- Also pursuant to the Plan, approximately 1.1 million
shares (on a net issued basis) are being distributed to employees
as part of the Labor Common Stock Allocation (as defined in the
Plan).

Meanwhile, on Jan. 9, American Airlines Group reported December
2013 traffic results for both American Airlines and US Airways.  A
copy of the report is available at http://is.gd/Y8O7I2

                   About American Airlines Group

American Airlines Group (NASDAQ: AAL) is the holding company for
American Airlines and US Airways.  Together with American Eagle
and US Airways Express, the airlines operate an average of nearly
6,700 flights per day to 339 destinations in 54 countries from its
hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami,
New York, Philadelphia, Phoenix and Washington, D.C.

American's AAdvantage and US Airways Dividend Miles programs allow
members to earn and redeem miles for travel and everyday purchases
as well as flight upgrades, vacation packages, car rentals, hotel
stays and other retail products.

American is a founding member of the oneworld(R) alliance, whose
members and members-elect serve 981 destinations with 14,244 daily
flights to 151 countries.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines 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.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

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.


AOXING PHARMA: Receives NYSE MKT Listing Compliance Extension
-------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., a specialty pharmaceutical
company focusing on research, development, manufacturing, and
distribution of narcotic, pain-management, and addiction treatment
pharmaceuticals, announced on October 30, 2013 that it had
received notice from NYSE MKT LLC that, based upon the financial
statements contained in Aoxing Pharma's Annual Report on Form 10-K
for the year ended June 30, 2013, Aoxing Pharma is not in
compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide
since it reported stockholders' equity of less than $6,000,000 at
June 30, 2013 and has incurred losses from continuing operations
and/or net losses in its five most recent fiscal years then ended.
On December 4, 2013, Aoxing Pharma announced that it had received
additional notice from NYSE MKT LLC that, based upon the financial
statements contained in Aoxing Pharma's Quarterly Report on Form
10-Q for the period ended September 30, 2013, it is also not in
compliance with Section 1003(a)(ii) of the Company Guide since it
reported stockholders' equity of less than $4,000,000 at
September 30, 2013 and has incurred losses from continuing
operations and/or net losses in three of its four most recent
fiscal years ended June 30, 2013.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange.  On November 25, 2013 the Company
presented its plan of compliance with Section 1003(a)(iii) and on
December 26, 2013 the Company presented supplemental material as
its plan of compliance with Section 1003(a)(ii).  On January 10,
2014 the Exchange notified the Company that it accepted the
Company's plan of compliance with Section 1003(a)(ii) and Section
1003(a)(iii) and granted the Company an extension until April 27,
2015 to regain compliance with Sections 1003(a)(ii) and
1003(a)(iii).  The Company will be subject to periodic review by
the Exchange Staff during the extension period. Failure to make
progress consistent with the plan or to regain compliance with
Sections 1003(a)(ii) and (1003(a)(iii) by the end of the extension
period could result in the Company being delisted from the NYSE
MKT LLC.

The Company's plan of compliance with Sections 1003(a)(ii) and
1003(a)(iii) are supplemental to, and not in lieu of, the
Company's plan of compliance with Section 1003(a)(iv) of the
Company Guide, which Aoxing Pharma submitted to NYSE MKT LLC in
response to its notice that Aoxing Pharma is not in compliance
with Section 1003(a)(iv) of the Company Guide since it has
sustained losses that are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the NYSE MKT, as to whether the
Company will be able to continue operations and/or meet its
obligations as they mature.  On December 3, 2013 the Exchange
notified the Company that it accepted the Company's plan of
compliance with Section 1003(a)(iv) and granted the Company an
extension until March 1, 2014 to regain compliance with Section
1003(a)(iv).  Failure to make progress consistent with the plan or
to regain compliance with Section 1003(a)(iv) by March 1, 2014
could result in the Company being delisted from the NYSE MKT LLC,
notwithstanding the Company's ongoing progress in achieving
compliance with Sections 1003(a)(ii) and 1003(a)(iii).

                About Aoxing Pharmaceutical Company

Aoxing Pharmaceutical Company, Inc. -- http://www.aoxingpharma.com
-- is a US incorporated specialty pharmaceutical company with its
operations in China, specializing in research, development,
manufacturing and distribution of a variety of narcotics and pain-
management products.  Headquartered in Shijiazhuang City, outside
Beijing, Aoxing Pharma has the largest and most advanced
manufacturing facility in China for highly regulated narcotic
medicines.  Its facility is one of the few GMP facilities licensed
for the manufacture of narcotic medicines by the China State Food
and Drug Administration (SFDA).  Aoxing Pharma has a joint venture
collaboration with Johnson Matthey Plc to produce and market
narcotics and neurological drugs in China.


AMERICAN APPAREL: Comparable Sales for December 2013 Decreased 6%
-----------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
of December 2013.  On a preliminary basis, total net sales were
$60.5 million, a decrease of 6 percent over the prior year.
Comparable sales decreased 6 percent, including a 7 percent
decrease in comparable store sales in the retail store channel and
a 2 percent decrease in net sales in the online channel.
Wholesale net sales decreased 2 percent for the month.  For the
year ended Dec. 31, 2013, total net sales increased 3 percent to
$633.9 million, with a 3 percent increase in comparable sales and
a 4 percent increase in wholesale net sales.

Dov Charney, Chairman and CEO, commented, "Some of the causes of
our reduced comp store sales in the month of December include: (1)
the fact that we were up against a positive 15% comp from last
year; (2) a compressed shopping season, the result of Thanksgiving
falling later than it has in a decade; (3) under-buying of some of
our strongest selling items for the season because our management
team was intensely distracted during the implementation of our new
distribution center (which is now successfully completed); and (4)
December 2013 had one less Saturday than 2012 and unlike most
other retailers we use the actual calendar in reporting comparable
store sales, as opposed to the retail reporting calendar.  It is
also noteworthy that our sales improved towards the end of the
month (the last week of the month comparable store sales were only
down 1.7%), as opposed to the beginning of the month when we felt
our consumer was 'shopped out' as a result of Black Friday.
Although December was disappointing, and we could face a
challenging environment for the remainder of the winter, our
management team is energized and we are excited about our
prospects for Spring and Summer 2014 as well as for the calendar
year as a whole."

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

                        http://is.gd/4MGD95

                       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.


APPLIED SYSTEMS: S&P Retains 'B' CCR Over $45-Mil. Debt Add-On
--------------------------------------------------------------
Standard & Poor's Rating Services said that its issue-level and
recovery ratings on Chicago-based property/casualty (P/C)
insurance software provider Applied Systems Inc. remain unchanged
following the company's announced intention to add $45 million of
debt (while reducing its revolver by $15 million) to help fund its
acquisition by Hellman & Friedman and JMI Equity.  The 'B'
corporate credit rating also remains unchanged.

The ratings on Applied Systems reflect S&P's assessment of the
company's "weak" business risk profile and "highly leveraged"
financial risk profile.  The upsizing of the debt results in a
marginal increase in immediate leverage to an estimated 8.3x,
which is offset by interest expense savings, and S&P still expects
leverage to decline to around 8x by the end of 2014.

RATINGS LIST

Applied Systems Inc.
  Corporate Credit Rating             B/Stable/--
  Senior Secured
  $700 mil. 1st lien due 2021         B+
   Recovery Rating                    2
  $395 mil. 2nd lien due 2022         CCC+
   Recovery Rating                    6


ATRIUM INNOVATIONS: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Montreal-based Atrium Innovations
Inc.  The outlook is stable.

Standard & Poor's also assigned its 'B+' issue-level rating (one
notch above the corporate credit rating on the company) and '2'
recovery rating to Atrium's proposed US$75 million senior secured
first-lien revolving credit facility due 2019, US$300 million
senior secured first-lien term loan due 2021, and US$125 million
senior secured first-lien term loan due 2021 (euro-denominated
equivalent).  The '2' recovery rating indicates S&P's expectation
of substantial (70%-90%) recovery for creditors in the event of
default.  In addition, Standard & Poor's assigned its 'CCC+'
issue-level rating (two notches below the corporate credit rating
on the company) and '6' recovery rating to Atrium's proposed
US$200 million senior secured second-lien term loan due 2021.  The
'6' recovery rating indicates S&P's expectation of negligible
(0%-10%) recovery for creditors in the event of default.  The debt
will be initially issued by the newly created interim company,
Acquisition Glacier Inc., which S&P expects will be merged with
Atrium post-closing, with Atrium being the surviving entity.

The corporate credit and issue-level ratings are subject to the
acquisition being completed in a timely manner and the closing of
the proposed financing in line with S&P's expectations.

S&P's corporate credit rating on Atrium reflects its assessment of
the company's business risk profile as "weak" and financial risk
profile as "highly leveraged."

"Key credit factors in our business risk assessment include the
company's position as a niche player in the highly fragmented and
competitive vitamin, mineral, and supplement industry; significant
dependence on a couple of key brands; and solid profitability,"
said Standard & Poor's credit analyst Lori Harris.  "In addition,
the ratings are supported by favorable industry dynamics
associated with aging populations and consumers' focus on health
and well-being, which should continue to translate into growing
demand and steady cash flows," Ms. Harris added.

However, this is partially offset by the inherent industry risks
stemming from regulation and potential unfavorable publicity if
large product liability claims or recalls were to occur.  The
business risk assessment also incorporate S&P's view of the
branded nondurable industry's low risk and Atrium's very low
country risk as the majority of sales are generated in North
America (about 75% -- the U.S. and Canada) and Europe (25% --
largely Germany and the Netherlands).

The proposed debt proceeds and an equity injection by Permira will
be used to finance Permira's purchase of Atrium's common shares
outstanding (less rollover equity) and refinance existing debt.
Atrium will be jointly owned by Permira (75%), Fonds de solidarite
(12.5%), and Caisse de depôt et placement du Quebec (12.5%) after
completion of the transaction. Closing, which is expected within a
month, is subject to the satisfaction of certain conditions,
including court approval pursuant to the Canada Business
Corporations Act and shareholder approval.

Atrium is a niche player in the highly fragmented vitamin,
mineral, and supplement (VMS) industry.  The company develops and
manufactures innovative, science-based natural food supplement
products that are distributed mainly through the health food store
and health care practitioner channels in North America and Europe.
While the company owns more than 16 brands, two in particular,
Garden of Life and Wobenzym, account for almost half of the sales
base, which is a key risk given the limited diversity.  Still,
Atrium has a successful track record of expanding the business
profitably, with about two-thirds of revenue growth over the years
coming from acquisitions, with the remainder through organic
expansion of the company's primary brands due to innovation and
increased distribution.

The stable outlook reflects Standard & Poor's expectation that
Atrium will maintain its niche market position and generate
consistent profit and free cash flow due to the favorable
demographics of the VMS industry, which should enable the company
to improve credit ratios modestly in the next few years.

S&P could lower the ratings if profit declines, potentially due to
product recalls or competitive pressures stemming from lower
pricing or new products; or if debt increases because of
acquisitions or shareholder distributions, such that credit ratios
deteriorate (including EBITDA cash interest coverage below 2x); or
if the company's leverage covenant cushion level falls to less
than 10% should the covenant apply.

Although unlikely over the next year, S&P could raise the ratings
if it believes Atrium's financial policy will become more
conservative, enabling it to sustain leverage close to 4.5x and
funds from operations to debt in the 15% area.  S&P estimates this
could occur if Atrium reduces debt by about US$175 million or if
EBITDA increases by about 30%.


BEACON ENTERPRISE: Charles Glasgow Stake at 13% as of Jan. 13
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Charles W. Glasgow and Jean L. Glasgow, JT,
disclosed that as of Jan. 13, 2014, they beneficially owned
5,000,000 shares of common stock of Beacon Enterprise Solutions
Group Inc. representing 13 percent of the shares outstanding.
The Glasgows previously reported beneficial ownership of
4,000,000 common shares as of April 12, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/skzNlT

                      About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of
June 30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.

Beacon Enterprise closed its merger with Focus Venture Partners,
Inc., on June 19, 2013, with Focus continuing as the surviving
corporation.


BEAZER HOMES: Credit Suisse Stake at 6.6% as of Jan. 14
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Credit Suisse AG disclosed that as of Jan. 14, 2014,
it beneficially owned 1,671,833 shares of common stock of Beazer
Homes USA Inc. representing 6.59 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/g8X6lo

                         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.


BERNSTEIN COMPANY: Trustee Abandons Hotel, Other Assets
-------------------------------------------------------
Doug Walker, writing for Rome News-Tribune, reports that the
Hampton Inn of Rome, Georgia, a limited service 64-room hotel, is
back in the hands of the Bernstein Co. LLC and Community National
Bank of Rossville after being abandoned by the bankruptcy trustee.

Christopher Tierney - ctierney@haysconsulting.net -- at Hays
Consulting, the trustee for the debtor, the Bernstein Company LLC,
scheduled a Nov. 25 auction for the hotel.

According to Rome News-Tribune, the auction did not spark any
acceptable bids and the Park Avenue Group failed to close on
acquisition of the property after it submitted an offer in excess
of $3 million.

According to the report, the trustee also agreed to abandon
$39,361.28 in cash along with another $5,888.40 in funds received
after Dec. 16.  He was allowed to retain $87,096.56 in cash from
the bankruptcy estate to pay court approved administrative fees.

"There just wasn't enough value in the hotel to keep the
bankruptcy estate going, with regard to running the hotel, so we
basically abandoned it," Mr. Tierney said, according to the
report.

"The hotel and its assets are not in bankruptcy anymore,? said
Atlanta attorney Leon Jones, who represents Community National
Bank in Rossville.  "Obviously the hotel continued to operate
while it was in Chapter 11. The key point for the community and us
is that it's continuing to operate. Management is back with the
original owners as opposed to the trustee."

The Bernstein Company, LLC -- the owner of the hotel -- filed a
chapter 11 petition (Bankr. N.D. Ga. Case No. 12-42142) on July
18, 2012.  At the time of the filing, the Debtor estimated its
assets at less than $500,000 and its liabilities at less than
$1,000,000.  Larry Russell, Esq. -- larry31141@yahoo.com -- in
Stone Mountain, Ga., represents The Bernstein Company, LLC.  A
copy of the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/ganb12-42142.pdfat no charge.

Bernstein Company acquired the hotel in November 2004 for $3.4
million.


BEST BUY: Discounting Failed to Help Holiday Results
----------------------------------------------------
Drew Fitzgerald and Tess Stynes, writing for The Wall Street
Journal, reported that Best Buy Co.'s holiday sales in the U.S.
were weaker than those a year earlier, a sign that the company's
yearlong overhaul isn't gaining traction where it counts. The
company's shares were down 28% on the news on the afternoon of
Jan. 16.

According to the report, the company's discounting strategy failed
to stem declining demand.  Best Buy indicated it cut prices
aggressively to compete with Wal-Mart Stores Inc., but those moves
reduced the overall value of sales and squeezed profits.  In
addition, the discounting appeared to do nothing to persuade
shoppers to buy more electronics. Instead, they just reduced the
price of what was sold.

"The highly promotional environment has not led to higher industry
demand," Chief Executive Hubert Joly said, the Journal cited.

Best Buy shares had soared last year on hopes the new CEO would
get the big-box retailer back on its feet, amid concerns that its
stores were becoming little more than a testing ground, or
showroom, for products that ultimately would be bought elsewhere,
particularly on Amazon.com, the report related.  The holiday
results indicated Best Buy's challenges may be harder to fix than
many thought.

In the nine weeks leading up to Jan. 4, Best Buy's sales excluding
newly opened or closed stores fell 0.9% in the U.S., the report
said.  The company said the discounting also took a heavy bite out
of its operating margins for the current quarter. Shares on Jan.
16 were at $27.07 from Jan. 15's close of $37.57.


BISHOP OF STOCKTON: Case Summary & 21 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: The Roman Catholic Bishop of Stockton, a California
        corporation sole
        212 North San Joaquin Street
        Stockton, CA 95202

Case No.: 14-20371

Chapter 11 Petition Date: January 15, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Christopher M. Klein

Debtor's Counsel: Paul J. Pascuzzi, Esq.
                  FELDERSTEIN FITZGERALD WILLOUGHBY &
                  PASCUZZI LLP
                  400 Capitol Mall #1750
                  Sacramento, CA 95814
                  Tel: 916-329-7400

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Stephen E. Blaire, The Roman Catholic
Bishop of Stockton.

A list of the Debtor's 21 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb14-20371.pdf


BON-TON STORES: Bad December Weather Affects Full Year Results
--------------------------------------------------------------
The Bon-Ton Stores, Inc.'s December comparable store sales results
were significantly impacted by unfavorable winter weather
conditions in its markets.

Brendan Hoffman, president and chief executive officer, commented,
"We are disappointed with the deceleration in sales during
December, particularly given the strong start to the holiday
season beginning with Black Friday and extending through the early
part of the month.  Adverse weather and treacherous travel
conditions in the majority of our markets resulted in a sharp
reduction in traffic and hampered promotional events on key
weekend selling dates leading up to and continuing after
Christmas."

Mr. Hoffman continued, "Despite the sales shortfall, due to our
continued strategic inventory reductions, we ended the month with
inventory levels well below that of the prior year, which
positions us well as we transition into the spring season.  We
believe that we are heading in the right direction with our
merchandise assortment and will continue to focus on executing our
long-term initiatives while managing through a difficult retail
environment."

Keith Plowman, executive vice president and chief financial
officer, commented, "Reflecting the disruption caused by the
inclement weather during December, we are revising our outlook for
our full-year fiscal 2013 comparable store sales to decrease
approximately 3.50%.  In light of this decrease, we are adjusting
our fiscal 2013 guidance for Adjusted EBITDA ... to a range of
$160 million to $170 million and for (loss) earnings per diluted
share to a range of $(0.30) to $0.15."

The Company will provide additional details in early March when it
reports its results for the fourth quarter and fiscal 2013 periods
ending Feb. 1, 2014.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 10 furniture galleries, in 25 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

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

                             *     *     *

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

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

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


BONNIE LANE OFFICES: Foreclosure Auction Set for Jan. 30
--------------------------------------------------------
The Bonnie Lane Offices located at 7444 Winchester and 7464
Winchester, in Memphis, Shelby County, Tennessee, has been placed
on the auction block after the owner, Bonnie Lane Offices, LLC,
was declared in default on a promissory note in the principal sum
of $3,900,000 payable to Principal Commercial Funding, LLC.

TOP11 - 7444 Winchester RD LLC now holds interest on the debt;  it
declared the default.

The Property secures payment of the debt.  The Property will be
sold by the substitute trustee to the highest and best bidder at
the auction on Jan. 30, 2014, at 12:00 noon to be held at the
southwest corner of the Shelby County Courthouse, Memphis,
Tennessee, Adams Avenue entrance.

The Substitute Trustee may be reached at:

     R. Spencer Clift, III, Esq.
     BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.
     First Tennessee Building
     165 Madison Avenue, Suite 2000
     Memphis, Tennessee 38103
     Tel: 901-577-2216
     Fax: 901-577-0834
     E-mail: sclift@bakerdonelson.com


BURLINGTON, VT: Moody's Affirms 'Ba1' Rating, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating and revised
the outlook to stable from negative on the City of Burlington's
$43 million Airport Revenue Bonds.

Rating Rationale

The Ba1 rating reflects weakness in the airport's market position
shown by recent enplanement declines as well as its financial
volatility shown in recent years.  The rating also recognizes the
airport's diverse carrier base and revenue mix, and improving
liquidity and financial performance.  The fundamental strength of
the Burlington economy is incorporated in the rating, coupled with
the lack of direct competition that is likely supportive of future
increased rates and charges at the airport.

Outlook

The stable outlook reflects the airport's rising enplanement trend
for the first half of fiscal year ending June 30, 2014, as well as
the improving debt service coverage ratio (DSCR) and liquidity.

What Could Change the Rating - UP

The rating could be pressured upward if the airport experiences
reliable enplanement growth, improves debt service coverage to
above 1.4x (calculated per net revenue) on a sustained basis and
is able to restore and maintain liquidity to a reasonable level.

What Could Change the Rating - DOWN

The rating could be pressured downward if liquidity and debt
service coverage falls below current levels, and if leverage
increases are not supported by enplanements.  Also, the rating
could face negative pressure if the FAA inquiry regarding possible
grant program violations at the airport have a material impact.

Strengths

   * Large education and health care presence in City of
     Burlington, VT

   * Diversity of the airport revenues, including significant
     parking and concession revenues aside from airline derived
     revenues

   * Diversified airline carrier mix that minimizes passenger
     diversion to airports in Albany, NY and Manchester, New
     Hampshire NH

Challenges

   * Volatile financial performance evidenced by debt service
     coverage below rate covenant of 1.25x in FY2009 and FY2010

   * Low liquidity compared to Moody's airport sector median as
     measured by 122 days cash on hand in FY2012

   * Declining enplanements in recent years


CALIBER IMAGING: Appoints Daniel Siegel to Its Board of Directors
-----------------------------------------------------------------
Caliber Imaging & Diagnostics, formerly Lucid, Inc., appointed
Daniel Mark Siegel, M.D., to its Board of Directors, effective
immediately.  This increases the number of Board members to eight.



Dr. Siegel, age 56, is Clinical Professor of Dermatology at SUNY
Downstate Medical Center (State University of New York Health
Sciences Center at Brooklyn) and is in private practice at Long
Island Skin Cancer and Dermatologic Surgery in Smithtown, N.Y., a
division of ProHealthcare.  He also is an attending physician at
SUNY Downstate Medical Center-University Hospital of Brooklyn and
at the Brooklyn Campus of the Veterans Administration New York
Harbor Healthcare System, and is on the medical staff at Eastern
Long Island Hospital in Greenport, N.Y.

Dr. Siegel said, "As a practicing dermatologist and a professor of
dermatology, I am acutely aware of the need for new diagnostic
tools for skin cancers, specifically noninvasive options.  The
VivaScope(R) system developed by Caliber I.D. represents an
exciting and innovative advancement in this area.  I am looking
forward to working with the Caliber executive team as they seek to
further develop this technology and raise awareness of it among
the medical community worldwide."

L. Michael Hone, chief executive officer of Caliber I.D., said,
"Dr. Siegel brings tremendous experience to the Company, and we
are privileged to have him serve on our Board.  We believe his
extensive background in the challenges of skin cancer diagnosis,
and his deep understanding of patient needs and concerns will
serve us well."

Dr. Siegel is a Fellow and Immediate Past President of the
American Academy of Dermatology and the American Society for
Dermatologic Surgery.  He holds an M.S. in management and policy
from the State University of New York at Stony Brook, an M.D. from
Albany Medical College and a B.A. from Rensselaer Polytechnic
Institute.  Dr. Siegel has also published numerous papers in peer-
reviewed journals.

                About Caliber Imaging & Diagnostics

Rochester, N.Y.-based Caliber Imaging & Diagnostics' proprietary,
cutting-edge VivaScope(R) system is a disruptive, noninvasive
point-of-care platform imaging technology with numerous
applications in dermatology, surgery and research.  FDA 510(k)
cleared, VivaScope has regulatory approval in most major markets.
With 78 issued and pending patents worldwide, VivaScope
significantly improves outcomes and reduces costs, allowing
physicians to quickly detect cancerous lesions that appear benign.
VivaScope dramatically reduces the need for expensive, painful and
time-consuming biopsies, which show no malignancy approximately 70
percent of the time.  VivaScope also has significant applications
in testing and analysis in the cosmetics industry.  For more
information about Caliber I.D. and its products, please visit
www.caliberid.com.

As of Sept. 30, 2013, Lucid had $4.32 million in total assets,
$14.90 million in total liabilities and $10.58 million total
stockholders' deficit.

In October 2013, the Company entered into a letter agreement with
the holder of the Loan and Security Agreement and Subsequent Term
Note.  With respect to the 2013 Term Loan, the parties agreed that
upon closing of the offering in which the Company raises at least
$6 million, all outstanding amounts of principal and interest
under the 2013 Term Loan will convert into the Company's common
stock on the same terms as those shares sold to other investors in
the offering.  With respect to the 2012 Term Loan, the holder
agreed to (i) extend the maturity date by three years to July 5,
2020, (ii) provide that interest will be payable only on maturity,
and (iii) provide that the events of default will only be
nonpayment at maturity or the Company's insolvency.

"There can be no assurance that the Company will be successful in
its plans described above or in attracting alternative debt or
equity financing.  These conditions have raised substantial doubt
about the Company's ability to continue as a going concern," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.


CASH STORE: Beutel Goodman Held 2.4% Equity Stake at Dec. 31
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Beutel, Goodman & Company Ltd. disclosed that as of
Dec. 31, 2013, it beneficially owned 417,300 shares of common
stock of Cash Store Financial Services Inc. representing 2.37
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/jjmKVQ

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

As reported by the Troubled Company Reporter on January 2, 2014,
Moody's Investors Service downgraded the Corporate Family and
Senior Secured debt ratings of The Cash Store Financial Services
Inc. to Caa2 from Caa1 and placed the ratings under review for
further possible downgrade.  The downgrade reflects regulatory
challenges in the company's major operating market of Ontario,
Canada that could significantly adversely affect the firm's
financial performance as well as Cash Store's weak financial
results.


CEETOP INC: Sells $3.7 Million Worth of Common Shares
-----------------------------------------------------
Ceetop Inc. entered into a Stock Purchase Agreement and sold an
aggregate of 23,000,000 shares of the Company's common stock for
an aggregate purchase price of $3,680,000 ($.16 per share) to 10
different investors.  None of the Investors is: (i) affiliated
with the Company or its officers or directors, or (ii) affiliated
with any other Investor; or (iii) acting in concert, or as a
group, with any other Investor.  There are no arrangements or
understandings among the Investors and old control groups and
their associates with respect to election of directors or other
matters.

Immediately prior to the issuance of the Shares, the Company had
17,956,390 shares of common stock outstanding, and as a result of
the issuances pursuant to the Transaction the Company will have an
aggregate of 40,956,390 shares of Common Stock outstanding.

As a result of the issuance of the Shares the following Investors
will own more than five percent of the outstanding shares of
common stock of the Company:

                             Total Number
                             of Shares of       % of Common
                             Common Stock       Stock Owned
                             Owned After      After Closing of
Investor Name               Transaction      the Transaction
-------------               ------------     ---------------
Jessie Wong                  4,039,500         9.86%
CYH Capital LL C             4,039,500            9.86%
Tingfa Lou                   3,000,000            7.33%
Haoxiang Liu                 2,961,634            7.23%
Guihua Du                    2,327,005            5.68%
Weikang Zhu                  2,500,000            6.10%

                          About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CELL THERAPEUTICS: To Reacquire Rights to Anti-Cancer Compounds
---------------------------------------------------------------
Cell Therapeutics, Inc., has reached an agreement with Novartis to
reacquire rights to two anti-cancer compounds -- pixantrone
(PIXUVRI(R)) and paclitaxel poliglumex (OpaxioTM).  Under the
terms of the previous agreement, CTI has been responsible for
development and commercialization activities and expenses for both
compounds to date.  Upon the effective date of termination, CTI
will regain all rights that had been granted to Novartis.  In
exchange for Novartis' agreement to return those rights to CTI,
CTI has agreed to make certain potential payments to Novartis
based on sales of Opaxio and PIXUVRI and on any sublicense and
certain other amounts payable to CTI.

"We are pleased that Novartis and CTI were able to reach a
mutually beneficial agreement regarding rights to PIXUVRI and
Opaxio," stated James A. Bianco, M.D., CTI's president and CEO.
"Regaining full rights to these two anti-cancer agents -- one
currently marketed in Europe and the other completing late-stage
development -- provides us with the flexibility to manage these
assets within the context of our overall product portfolio
strategy.  PIXUVRI is a first-in-class aza-anthracenedione with
unique structural and physiochemical properties and the first
approved therapy in the European Union for the treatment of
patients with multiply relapsed or refractory aggressive B-cell
non-Hodgkin lymphoma.  Opaxio is completing Phase 3 development as
maintenance therapy in patients with ovarian cancer and is also
being studied in Phase 2 trials for patients with malignant brain
cancer.  We believe these drugs could have an important impact in
the treatment of patients with cancer."

The Company has also agreed to pay Novartis potential payments of
up to $16.6 million upon the successful achievement of certain
sales milestones of the Compounds.

Additional information is available for free at:

                         http://is.gd/oZPBok

                      About Cell Therapeutics

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

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

                           Going Concern

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

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

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

                         Bankruptcy Warning

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


CHINA LOGISTICS: Re-Hires RBSM LLP as Accountants
-------------------------------------------------
China Logistics Group, Inc., informed its independent registered
public accounting firm HHC CPA Corporation that Company was
terminating the client-auditor relationship, effective Jan. 6,
2014.  Also on January 6, the Company re-engaged RBSM LLP as the
Company's independent registered public accounting firm.  HHC had
served as the Company's independent registered public accounting
firm since Nov. 12, 2013.  The dismissal of HHC and engagement of
RBSM LLP was approved by the Board of Directors of the Company on
Jan. 6, 2014.

HHC had never issued a report on the Company's financial
statements.  During the period of time that HHC served as the
Company's independent registered public accounting firm the
Company said it had no disagreements with the firm.

RBSM LLP previously served as the Company's independent auditor
from Feb. 8, 2013, until its dismissal by the Company on Nov. 12,
2013.  During its prior engagement as the Company's independent
registered public accounting firm, RBSM LLP reported on the
Company's consolidated financial statements for the year ended
Dec. 31, 2012.

                      About China Logistics

Shanghai, China-based China Logistics Group, Inc., is a Florida
corporation and was incorporated on March 19, 1999, under the name
of ValuSALES.com, Inc.  The Company changed its name to Video
Without Boundaries, Inc., on Nov. 16, 2001.  On Aug. 31, 2006, it
changed its name from Video Without Boundaries, Inc., to
MediaReady, Inc., and on Feb. 14, 2008, it changed its name from
MediaReady, Inc., to China Logistics Group, Inc.

On Dec. 31, 2007, the Company entered into an acquisition
agreement with Shandong Jiajia International Freight and
Forwarding Co., Ltd., and its sole shareholders Messrs. Hui Liu
and Wei Chen, through which the Company acquired a 51% interest in
Shandong Jiajia.  The transaction was accounted for as a capital
transaction, implemented through a reverse recapitalization.

Shandong Jiajia, formed in 1999 as a Chinese limited liability
company, is an international freight forwarder and logistics
management company.  Headquartered in Qingdao, Shandong Jiajia has
branches in Shanghai, Xiamen, Lianyungang and Tianjin with
additional sales office in Rizhao.

The Company' balance sheet at June 30, 2013, showed $3.55 million
in total assets, $3.57 million in total liabilities, and a
stockholders' deficit of $17,822.

"The Company has an accumulated deficit of $20,553,440 at June 30,
2013 and a working capital deficit of $138,121 at June 30, 2013.
During the six months ended June 30, 2013, the Company used cash
in operating activities of $82,417.  The Company has incurred net
(loss) income of $(307,624) and $695,507 for the six months ended
June 30, 2013 and 2012, respectively.  The Company's ability to
continue as a going concern is dependent upon its ability to
generate profitable operations in the future and to obtain any
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  The outcome of these matters cannot be predicted at this
time.  These matters raise substantial doubt about the ability of
the Company to continue as a going concern," according to the
Company's quarterly report for the period ended June 30, 2013.


CHINA LOGISTICS: China Direct Held 7.8% Equity Stake at Jan. 31
---------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, China Direct Investments, Inc., disclosed that as of
Jan. 31, 2013, it beneficially owned 4,022,336 shares of common
stock of China Logistics Group Inc. representing 7.88 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/yogLGc

                      About China Logistics

Shanghai, China-based China Logistics Group, Inc., is a Florida
corporation and was incorporated on March 19, 1999, under the name
of ValuSALES.com, Inc.  The Company changed its name to Video
Without Boundaries, Inc., on Nov. 16, 2001.  On Aug. 31, 2006, it
changed its name from Video Without Boundaries, Inc., to
MediaReady, Inc., and on Feb. 14, 2008, it changed its name from
MediaReady, Inc., to China Logistics Group, Inc.

On Dec. 31, 2007, the Company entered into an acquisition
agreement with Shandong Jiajia International Freight and
Forwarding Co., Ltd., and its sole shareholders Messrs. Hui Liu
and Wei Chen, through which the Company acquired a 51% interest in
Shandong Jiajia.  The transaction was accounted for as a capital
transaction, implemented through a reverse recapitalization.

Shandong Jiajia, formed in 1999 as a Chinese limited liability
company, is an international freight forwarder and logistics
management company.  Headquartered in Qingdao, Shandong Jiajia has
branches in Shanghai, Xiamen, Lianyungang and Tianjin with
additional sales office in Rizhao.

The Company' balance sheet at June 30, 2013, showed $3.55 million
in total assets, $3.57 million in total liabilities, and a
stockholders' deficit of $17,822.

"The Company has an accumulated deficit of $20,553,440 at June 30,
2013 and a working capital deficit of $138,121 at June 30, 2013.
During the six months ended June 30, 2013, the Company used cash
in operating activities of $82,417.  The Company has incurred net
(loss) income of $(307,624) and $695,507 for the six months ended
June 30, 2013 and 2012, respectively.  The Company's ability to
continue as a going concern is dependent upon its ability to
generate profitable operations in the future and to obtain any
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  The outcome of these matters cannot be predicted at this
time.  These matters raise substantial doubt about the ability of
the Company to continue as a going concern," according to the
Company's quarterly report for the period ended June 30, 2013.


CLEAR CHANNEL: CEO Pittman Signs 5-Year Contract
------------------------------------------------
CC Media Holdings, Inc., and Robert Pittman entered into an
amended and restated employment agreement on Jan. 13, 2014.  Mr.
Pittman serves as: (i) the Chairman, chief executive officer and
member of the board of directors of CCMH and Clear Channel
Communications, Inc., an indirect subsidiary of CCMH, (ii) the
Chairman, chief executive officer and a member of the board of
managers of Clear Channel Capital I, LLC, an indirect subsidiary
of CCMH and (iii) executive chairman and a member of the board of
directors of Clear Channel Outdoor Holdings, Inc., an indirect
subsidiary of CCMH, Capital I and CCU.

The Pittman Employment Agreement has an initial five-year term
that ends on Jan. 13, 2019, and thereafter provides for automatic
12-month extensions, unless either CCMH or Mr. Pittman gives 60
days' prior notice electing not to extend the Pittman Employment
Agreement.

Mr. Pittman will receive a base salary at a rate no less than
$1,200,000 per year, which will be increased at the discretion of
the CCMH Board or its Compensation Committee.

John E. Hogan retired from his position as Chairman and chief
executive officer of the Clear Channel Media & Entertainment
business segment of CCMH and CCU on Jan. 13, 2014.  Mr. Hogan will
continue to serve as Chairman Emeritus of CCMH and CCU for a 24-
month period following his separation.

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

                        http://is.gd/QYTBAU

                 About Clear Channel Communications

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

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

As of Sept. 30, 2013, the Company had $15.23 billion in total
assets, $23.60 billion in total liabilities and a $8.37 billion
total shareholders' deficit.

                           *     *     *

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

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


CORD BLOOD: St George Stake at 9.9% as of Jan. 14
-------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, St George Investments LLC and its affiliates
disclosed that as of Jan. 14, 2014, they beneficially owned
88,911,000 shares of common stock of Cord Blood America, Inc.,
representing 9.99 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/Cm8dW3

                      About Cord Blood America

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

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

Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CORNERSTONE HOMES: U.S. Trustee to Appoint Chapter 11 Trustee
-------------------------------------------------------------
The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the
Western District of New York directed the U.S. Trustee to appoint
one disinterested person as the Chapter 11 trustee for Cornerstone
Homes, Inc.

As reported in the Troubled Company Reporter on Dec. 26, 2013,
Gregory J. Mascitti, Esq., on behalf of the Official Committee of
Unsecured Creditors, asked the Court to appoint a trustee in the
case.

                    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.

Cornerstone Homes Inc. delivered to the Bankruptcy Court on Jan.
3, 2014, a First Amended Plan of Reorganization and explanatory
Disclosure Statement.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  The
prepetition 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 prepetition disclosure
statement or confirm the prepetition 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.  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.


DETROIT, MI: Judge Rejects Deal to Exit Swap Contracts
------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Judge Steven W. Rhodes ruled on Jan. 16 that Detroit
could not proceed with a plan to extricate itself from some costly
long-term financial contracts by paying $165 million to two big
banks.

According to the report, Judge Rhodes said in his decision that
Detroit had hurt itself financially in the past by going forward
with hasty and imprudent decisions and that the practice "must
stop."

At the same time, Judge Rhodes said that Detroit could go ahead
with a special $120 million loan from another bank, Barclays,
which Detroit has said it urgently needs to provide municipal
services in bankruptcy, the report related.

Detroit had asked the court to approve a bigger loan from
Barclays, for $285 million, but it had planned to use the first
$165 million to pay Bank of America and UBS to end the financial
contracts, known as interest-rate swaps, the report added.

Officials have said that without the special loan from Barclays,
Detroit would soon run out of cash and not be able to pay its
workers, the report further related.  But because Detroit is
already in default on some of its bonds, it could not take on new
debt without pledging collateral, and the only money it could
pledge was tied up in the interest-rate swaps.

                 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: Dickstein Shapiro Approved as Ch. 11 Trustee Counsel
----------------------------------------------------------------
Sheila M. Gowan, the Chapter 11 trustee for the estate of Dreier
LLP, obtained authorization from the Hon. Stuart M. Bernstein of
the U.S. Bankruptcy Court for the Southern District of New York to
employ Dickstein Shapiro LLP as special trial counsel, nunc pro
tunc to Nov. 1, 2013.

As reported in the Troubled Company Reporter on Dec. 11, 2013,
the Trustee seeks to retain Dickstein Shapiro as special trial
counsel to represent her in connection with, and at the trials of,
the Westford/Amaranth Actions.  The services Dickstein Shapiro
will provide to the Trustee include all tasks necessary or
appropriate in connection with preparing for, and conducting the
trials of, each of the Westford/Amaranth Actions.

Dickstein Shapiro will be paid at these hourly rates:

       Eric B. Fisher                  $670
       Counsel and Associates        $250-$585
       Paraprofessionals             $110-$365

              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.


DUMA ENERGY: Chief Accounting Officer and Treasurer Quits
---------------------------------------------------------
Sarah Berel-Harrop resigned as chief accounting officer and
treasurer of Duma Energy Corp. on Jan. 7, 2014.

                        About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


EDENOR SA: Evaluating Impact of Argentine Resolutions
-----------------------------------------------------
EDENOR SA disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that Resolution 3/2014 passed
by Argentine National Planning, Public Investment and Services
Ministry was published in the Official Gazette, providing that any
investments to be made with funds deriving from the "Fondo para
Obras de Consolidacion y Expansion de Distribucion Electrica
(FOCEDE)" (Fund for Consolidation and Expansion Works of
Electricity Distribution) created by ENRE Resolution No. 347/2012,
will now be authorized by the Performance Coordination and Control
Undersecretariat of the Argentine National Planning, Public
Investment and Services Ministry, which will provide any necessary
instructions to the Trust Execution Committee created by said
resolution and to EDENOR, in its capacity as Trustor of said
Trust, in connection with the performance and completion of works
and investments under the FOCEDE.

On the same date, Resolution 1/2014 passed by the Ente Nacional
Regulador de la Electricidad (National Electricity Regulator) was
also published in the Official Gazette, imposing on the Company,
notwithstanding users' right to file any claims they may deem
proper under any other ground, (i) payment of compensation to each
Residential Tariff 1 user, based on the following scheme:

    AR$490 to users with power outage since 12/16/12 lasting for
    more than 12 to 24 uninterrupted hours, inclusive.

    AR$760 to users with power outage lasting for more than 24 up
    to 48 uninterrupted hours, inclusive.

    AR$870 to users with power outage lasting for more than 48
    uninterrupted hours, inclusive; and

(ii) A 100 percent increase in compensation to users who suffered
power outage in 2010 and 2012.

The Company is analyzing the impact of said Resolutions, as well
as any available legal actions it may pursue.

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72
billion in total assets, ARS 6.50 billion in total liabilities and
ARS 1.21 billion in total equity.


EDGENET INC: Files for Chapter 11 to Sell Business
--------------------------------------------------
Edgenet, Inc., and Edgenet Holding Corp., providers of cloud based
content and applications, sought bankruptcy protection to proceed
with a sale of the assets despite a dispute between two groups of
secured lenders.

The Debtors say they expect to name a stalking horse bidder "very
shortly."

Juliet Reising, CFO, explains in a court filing, "During the
course of its history, Edgenet never generated funds sufficient to
fully services its secured debt with Liberty Lenders.  Given its
liquidity issues, in consultation with its advisors, Edgenet
decided to sell its assets and in support of that action plan
hired JMP Securities, LLC, to conduct a sale process.  JMP began
the sale process in July of 2013 and through this process, which
targeted both financial as well as strategic buyers, several
viable acquisition candidates emerged.  As of the Petition Date,
while no stalking horse bidder has been identified, the Debtors
continue to be in serious discussions with possible purchasers and
believe that within a short period of time they will be in a
position to move forward with a sale process."

As of the bankruptcy filing, the Debtors owed Liberty Partners
Lenders, L.L.C., approximately $85 million, comprised of $53
million in principal indebtedness and $32 million in unpaid
interest through Dec. 31, 2013.  The Debtors also owe $18 million
on account of notes issued in connection with the purchase of the
equity interests of predecessor EdgeNet Inc. in 2004.  Liberty
Partners Holdings 44, L.L.C., acquired the interests of EdgeNet in
a reverse triangular merger in 2004.

Due to insufficient liquidity, interest payments owed to the
Debtors' two secured lenders were not made in the late fall and
early winter of 2013.  The failure of Edgenet to make the interest
payments caused a default under the loan agreements.

Pre-bankruptcy, Edgenet conducted a sale process.  However, a
dispute arose between the two secured lenders as to the division
of the proceeds of any asset sales.  Accordingly, the Debtors were
compelled to initiate bankruptcy proceedings so they would be able
to move forward with a sale of their assets despite the dispute
between the secured creditors.

                         First Day Motions

The Debtors have filed motions to:

   -- approve joint administration of their Chapter 11 cases;

   -- employ Phase Eleven Consultants, LLC, as claims and
      noticing agent.

   -- continue using their cash management system.

   -- pay prepetition wages and benefits of employees.

   -- determine that utility providers have been provided
      with adequate assurance of payment.

   -- pay prepetition sales and use taxes.

   -- use cash collateral.

                         About Egenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  It has three business locations, Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  They have 80
employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.


EDGENET INC: Taps Phase Eleven as Claims Agent
----------------------------------------------
Edgenet, Inc., and Edgenet Holding Corp., ask the bankruptcy court
in Delaware to appoint Phase Eleven Consultants, LLC, as claims
and noticing agent in order to assume full responsibility for the
distribution of notices and the maintenance, processing and
docketing of proofs of claim filed in the Chapter 11 cases.

The Debtors have reviewed engagement proposals form at least three
other court-approved claims agents to ensure selection through a
competitive process.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be hundreds of
entities to be noticed.

The fees to be charged by PEC are set forth in the parties'
services agreement.  Prepetition, the Debtors paid a retainer to
PEC in the amount of $50,000.

                         About Egenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  It has three business locations, Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  They have 80
employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.


EDGENET INC: Seeks to Use Cash Collateral
-----------------------------------------
Edgenet, Inc., and Edgenet Holding Corp., ask for approval from
the bankruptcy court to use cash collateral.

The Debtors say that, to implement their proposed sale process and
continue to retain and inspire confidence from their business
partners, access to liquidity is critical.

As of the bankruptcy filing, the Debtors owed Liberty Partners
Lenders, L.L.C., approximately $85 million, comprised of $53
million in principal indebtedness and $32 million in unpaid
interest through Dec. 31, 2013.  The Debtors also owe $18 million
on account of notes issued in connection with the purchase of the
equity interests of predecessor EdgeNet Inc. in 2004.

Liberty Lenders has agreed to allow the Debtors to utilize cash on
hand as well as continuing revenues as and when received to pay
postpetition obligations, requiring the Debtors only to provide a
replacement lien in and to its future receipts.  The Debtors have
also provided similar replacement liens to the seller notes.

The Debtors developed a 12-week cash flow forecast that considers
any savings derived by the filing of the Chapter 11 cases, and the
Debtors' ability to maintain customary payment terms with key
suppliers.  Based on the projections, the Debtors concluded that
cash on hand alone would be sufficient to fund operations and the
Debtors' business plan throughout the pendency of the Chapter 11
cases.

                         About Egenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  It has three business locations, Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.  They have 80
employees.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.


EDISON MISSION: Feb. 4 Hearing on Bid to Estimate EIX Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on Feb. 4, 2014, at 9:30 a.m., to consider
Edison Mission Energy, et al.'s motion to estimate disputed
claims.  Objections, if any, are due Jan. 20, at 4:00 p.m.

The Debtors asked the Court for a prompt estimation of certain
proofs of claim filed by the Debtors' parent Edison International
and its non-debtor affiliates, including Southern California
Edison, Edison Mission Group, and Mission Energy Holding Company,
for the purposes of limiting the amount the Debtors must allocate
in reserve for these contingent, unliquidated claims, setting the
maximum amount for allowance on account of the claims, for
voting purposes, and for distributions.

Specifically, the Debtors asked the Court (a) estimate the EIX
Pension Claims, the EIX Other Benefit Plan Claims, and the PBGC
Claims at $0; and (b) order that no amounts shall be reserved on
account of these claims.  The Debtors also said related proofs of
claim filed by the Pension Benefit Guaranty Corporation, and the
Internal Revenue Service be estimated at $0.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

EME's Second Amended Joint Plan of Reorganization is up for
approval at a Feb. 19, 2014 confirmation hearing, and provides for
the sale of all or substantially all of Debtors MWG, EME, and
Midwest Generation EME, LLC, will be sold to NRG Energy, Inc.


EDISON MISSION: Union Pacific Balks at Assumption of Contracts
--------------------------------------------------------------
Union Pacific Railroad Company objected to the proposed cure cost
regarding the executory contracts and unexpired leases that may be
assumed in connection with Edison Mission Energy, et al.'s Second
Amended Joint Plan of Reorganization.

According to UPRR, the Debtors' proposed cure cost of $190,259 is
incorrect, and thus insufficient for the Debtors' to cure the
defaults under, and to assume, the identified contracts and
leases.  Pursuant to and as evidenced by UPRR's Claim, the proper
cure amount for the contract is $4,899,970.  With respect to the
remaining six identified contracts and leases, UPRR has been
unable to identify these contracts and leases in its books
and records based upon the information provided in the schedule
and, thus, is unable to calculate an appropriate cure amount at
this time.

In this connection, UPRR requests that the Court condition any
assumption of the identified contracts and leases upon the payment
of the proper cure cost demanded by UPRR.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

EME's Second Amended Joint Plan of Reorganization is up for
approval at a Feb. 19, 2014 confirmation hearing, and provides for
the sale of all or substantially all of Debtors MWG, EME, and
Midwest Generation EME, LLC, will be sold to NRG Energy, Inc.


EDISON MISSION: Wants Until March 31 to Decide on Leases
--------------------------------------------------------
Edison Mission Energy, et al., ask the Bankruptcy Court to extend
until March 31, 2014, the Debtors' time to assume or reject
certain unexpired leases of nonresidential real property.

Certain of the Debtors are parties to (a) three office Leases that
serve as home to the Debtors' regional operations in Bolingbrook,
Illinois, Chicago, Illinois, and Santa Ana, California; and (b) a
quarry lease pursuant to which Lincoln Stone Quarry, Inc. leases
certain premises located at the Joliet, Illinois facility to
Midwest Generation, LLC.

The Debtors relate they have secured agreements to extend the
lease decision deadline under Section 365(d)(4) until March 31,
with respect to each of the Santa Ana, Bolingbrook, and Chicago
office leases.

The Court will consider approval of the request at a hearing
scheduled for Jan. 22, 2014, at 10:30 a.m.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

EME's Second Amended Joint Plan of Reorganization is up for
approval at a Feb. 19, 2014 confirmation hearing, and provides for
the sale of all or substantially all of Debtors MWG, EME, and
Midwest Generation EME, LLC, will be sold to NRG Energy, Inc.


ELBIT IMAGING: Defers Adoption of Compensation Policy
-----------------------------------------------------
Elbit Imaging Ltd. has decided to defer the adoption of a
compensation policy for the Company's directors and officers
pursuant to the Israeli Companies Law.  As previously announced,
on Jan. 1, 2014, the Tel-Aviv Jaffa District Court approved the
Company's adjusted plan of arrangement for a restructuring of the
Company's unsecured financial debt, among other things.  The
Company expects that following the consummation of the
restructuring, the shareholders of the Company will elect a new
board of directors, which will formulate the Company's business
strategy, including a compensation policy for the Company's
officers and directors.

                       About Elbit Imaging

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

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

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

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

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

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

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

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


ELEPHANT TALK: To Receive $10-Mil. Prepayments From Vodafone
------------------------------------------------------------
Elephant Talk Communications, Inc., previously announced it had
signed a five-year extension with Vodafone Enabler Espana, S.L.,
for the exclusive supply of operational and technical services
through a comprehensive technological platform.  Under the
Agreement, the Company would receive continuous prepayments in the
aggregate amount of approximately $10 million for the duration of
the contract.  Currently, the Company is in discussions with
Vodafone regarding the specific timing of the Prepayment, and has
not, as of yet, received any portion of the Prepayment.

Meanwhile, Elephant Talk will hold upcoming presentations relating
to the Company and its recent developments.  The form of slide
show presentation used by management of the Company to describe
the business is available for free at http://is.gd/Idw4qf

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ENDEAVOUR INTERNATIONAL: Lonestar Partners Holds 6% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Lonestar Partners, L.P., and its affiliates disclosed
that as of Jan. 7, 2014, they beneficially owned 2,879,600 shares
of common stock of Endeavour International Corporation
representing 6.1 percent of the shares outstanding.  A full-text
copy of the regulatory filing is available at http://is.gd/PiG1tu

                    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.


EXIDE TECHNOLOGIES: Fidelity Holds 2.9% of Common Shares
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Jan. 10, Boston-based Fidelity Management & Research
Company, a wholly owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment Advisers
Act of 1940, disclosed it is the beneficial owner of 2,289,074
shares or 2.894% of the Common Stock outstanding of Exide
Technologies as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 2,289,074
shares owned by the Funds.

                     About Exide Technologies

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

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

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

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

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

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


FIRST DATA: Goldman Sachs to Sell $725 Million Senior Notes
-----------------------------------------------------------
First Data Corporation announced an underwritten offering by funds
affiliated with Goldman, Sachs & Co. of $725 million aggregate
principal amount of senior PIK notes due 2019 issued by First Data
Holdings Inc., the direct parent company of First Data, subject to
market conditions.  The Selling Noteholders will receive all the
proceeds of the offering.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

Fourth Quarter 2013 Financial Results

For the fourth quarter ended Dec. 31, 2013, First Data Corporation
expects consolidated revenue to be in the range of approximately
$2,772 million to $2,822 million and adjusted revenue to be in the
range of approximately $1,738 million to $1,768 million.  For the
fourth quarter First Data expects operating profit to be in the
range of approximately $349 million to $365 million and adjusted
earnings before interest, taxes, depreciation and amortization
(adjusted EBITDA) to be in the range of approximately $657 million
to $681 million.

For the year ended Dec. 31, 2013, First Data expects consolidated
revenue to be in the range of approximately $10,734 million to
$10,884 million and adjusted revenue to be in the range of
approximately $6,726 million to $6,826 million.  First Data
expects full year operating profit to be in the range of
approximately $1,118 million to $1,158 million and adjusted EBITDA
to be in the range of $2,419 million to $2,479 million.

Bancoob Alliance

On Jan. 8, 2014, a subsidiary of First Data entered into an
alliance with Bancoob (Banco Cooperativo do Brasil S.A), a private
bank specializing in services for cooperatives, that will allow
First Data to enter the Brazilian merchant acquiring business.
The partnership will further develop holistic services for the
Brazilian payment card market by combining the complementary
strengths of First Data's end-to-end payment acceptance and
processing services with Bancoob's local market experience.

Additional information is available for free at:

                        http://is.gd/ZjEAhG

                         About First Data

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

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

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

                           *     *     *

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


FRESH & EASY: Direct Fee Review Approved as Fee Examiner
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Old FENM Inc., et al., to employ Direct Fee Review, LLC as fee
examiner.

Direct Fee is expected to, among other things:

   a) review interim and final fee application filed by each
      applicant in the Chapter 11 cases;

   b) consult, as it deems appropriate, with each applicant
      concerning the application; and

   c) review any relevant documents filed in the Chapter 11 cases
      to be generally familiar with the Chapter 11 cases and its
      dockets.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors disclosed $634,627,207 in assets
and $661,728,173 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

In November 2013, the Debtors closed the sale of about 150
supermarkets plus a production facility in Riverside, California,
to YFE Holdings, Inc., a unit of Ron Buckle's Yucaipa Cos.
Pursuant to the sale terms, the bankruptcy company changed its
name, and the name of the case, to Old FENM Inc.


FRESH & EASY: Wants Until April 1 to Propose Chapter 11 Plan
------------------------------------------------------------
Old FENM Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file a
chapter 11 plan until April 1, 2014, and solicit acceptances for
that plan until May 31.

Absent the extension, the Debtors exclusive periods will expire on
Jan. 28, and March 31.

The Debtors explain that, among other things, they needed to
facilitate the closing of the assets sale which is scheduled to
close within the month.

The Debtors relate they have received authority to sell roughly 53
parcels of real property that were excluded from the going concern
sale.  The Debtors expect to receive in excess of $40 million upon
closing.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors disclosed $634,627,207 in assets
and $661,728,173 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

In November 2013, the Debtors closed the sale of about 150
supermarkets plus a production facility in Riverside, California,
to YFE Holdings, Inc., a unit of Ron Buckle's Yucaipa Cos.
Pursuant to the sale terms, the bankruptcy company changed its
name, and the name of the case, to Old FENM Inc.


FRESH & EASY: Wants Until Feb. 28 to Decide on Unexpired Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Jan. 22, 2014, at 2:00 p.m., to consider Old
FENM Inc., et al.'s motion to extend the time to assume or reject
unexpired leases of nonresidential real property.

The Debtors requested for a Feb. 28 extension because they are
liquidating the remainder of their assets.

The Debtors related that the Court has authorized the sale of
substantially all of their operating assets, including, but not
limited to, the Debtors' fee and leasehold interests in their
operating stores to YFE Holdings, Inc.  The YFE sale closed on
Nov. 26, 2013.

After closing the YFE sale, the Debtors remain party to 33 non-
operating store leases.  The Debtors originally intended to reject
the store leases but withdrew their motion after entering into an
agreement with Alamo Group, LLC.  Under the DRA, the Debtors
agreed to sell the right to designate an assignee for their
remaining real property leases to Alamo.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors disclosed $634,627,207 in assets
and $661,728,173 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

In November 2013, the Debtors closed the sale of about 150
supermarkets plus a production facility in Riverside, California,
to YFE Holdings, Inc., a unit of Ron Buckle's Yucaipa Cos.
Pursuant to the sale terms, the bankruptcy company changed its
name, and the name of the case, to Old FENM Inc.


GAC DEVELOPMENT: Foreclosure Auction Set for Feb. 5
---------------------------------------------------
Real estate of GAC Development Tennessee, LLC, will be sold to the
highest and best bidder at a PUBLIC OUTCRY AND AUCTION SALE on
Feb. 5, 2014, 1:00 p.m. local time, at the front door of the
Sevier County Courthouse (Court Avenue entrance), in Sevierville,
Sevier County, Tennessee.

GAC Development Tennessee has been declared in default under the
promissory notes issued in favor of Comerica Bank.  The Lender as
owner and holder of the Notes, has directed E. Brian Sellers,
Substitute Trustee for Comerica Bank, to foreclose the Deed of
Trust and to sell the real estate.

The Real Property is located at 2069 Creek Hollow Way,
Sevierville, TN.  The Real Property and any improvements, fixture
or other personal property will be sold AS IS, WHERE IS with no
warranties, covenants, or representations of any kind, express or
implied.

Accordig to the Successor Trustee's Notice of Sale, other parties
may assert an interest in the property, including:

     * Dunn's Creek Estates;
     * Myers Cemetery, or persons having an interest therein;
     * Oliver McMahan, or his successors in interest;
     * Carl Edward Newman and wife, Sandra Gail Newman;
     * Gary A. Carroll and April Carroll;
     * GAC Holdings, Ltd.;
     * Carroll Family Holdings, LLC;
     * American Academy of Cosmetology, Inc.;
     * GAC Beauty Academy of Palm Beach, Inc.;
     * GAC Beauty Academy of Orlando, Inc.;
     * Jaag, Inc.; and
     * Kim Springer.


GENERAL MOTORS: Moody's Says Declared Dividend is Credit Negative
-----------------------------------------------------------------
Moody's Investors Service said the decision by General Motors
Company's (GM) board to declare a quarterly dividend of 30 cents
per share is a credit negative.  However, the company's current
ratings (Baa2 sr. secured and Ba1 sr. unsecured), as well as its
investment-grade credit profile (Baa3 Corporate Family Rating
withdrawn on September 23, 2013) are unaffected, and the rating
outlook remains stable.


GSE ENVIRONMENTAL: S&P Lowers CCR to 'CCC-' on Weak Earnings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based GSE Environmental Inc. to 'CCC-' from
'CCC+'.  The outlook is negative.  S&P revised the senior secured
recovery rating to '4' from '3', indicating its expectation of an
average (30% to 50%) recovery of principal and accrued interest if
a payment default occurs.

"The downgrade reflects our view that GSE could default on its
debt obligations within six months," said Standard & Poor's credit
analyst James Siahaan.  The limited waiver and seventh amendment
to its first-lien credit agreement stipulates that a sale of the
company must occur by March 30, 2014.  While GSE has engaged
advisory firm Moelis & Co. to assist it in the sale process, S&P
is uncertain as to whether GSE can complete an acceptable sale by
this date, the absence of which would be an event of default.  S&P
also believes that if a sale were to occur, the value received by
the secured lenders could be insufficient to redeem its debt
obligations in full.

The most recent limited waiver and amendment comes shortly after
the previous amendment on July 30, 2013, when the company breached
its financial covenants in the second quarter of 2013.  While its
lenders recently provided GSE with a limited waiver and amendment
following its breach of covenants in the fourth quarter, S&P do
not expect these covenants to continue to be amended without a
sale of the company or financial restructuring.  Given the
breaches of financial covenants and the full draw on its $21.5
million revolving facility, S&P views GSE's liquidity as weak;
however, S&P notes that the company recently received a $15
million secured super priority revolving priming facility, which
may be sufficient to fund its liquidity needs during the next few
months.

The negative outlook reflects S&P's expectation that GSE is likely
to default on its secured debt via a distressed exchange or
redemption in conjunction with a sale of the company or,
alternatively, via a payment default.  S&P would lower the ratings
further if GSE's liquidity weakens to the point that S&P views a
default as being virtually certain or if other information leads
S&P to the same conclusion.  An upgrade is unlikely, but could
occur if GSE can meaningfully and rapidly improve its operating
performance and liquidity for a sustained period.


HAMPTON ROADS: William Wright Joins as Vice President of Finance
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that William M. Wright
II has joined the Company as vice president of finance.  In this
position, Mr. Wright will report to Chief Financial Officer Thomas
Dix and will be responsible for financial reporting, tax, and
financial forecasting/budget planning and oversight.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "In addition to
building the finest team of lenders in our region, we also
continue to add outstanding professionals to our corporate staff.
Bill is a proven executive who not only brings a proven track
record in  accounting and finance, but also broader business
skills and experience, as well as substantial perspective on our
markets and customers from his many years working here."

Mr. Wright brings over 25 years of experience in accounting,
finance and executive management.  He joined the Company from
Chartway Federal Credit Union in Virginia Beach, VA, where he was
chief financial officer.  Previously, he founded and ran a
financial management consulting firm that provided chief financial
officer services on a part-time or as-needed basis to small and
mid-sized firms.  From 1997-2008, Mr. Wright served in various
senior management positions with Landmark Communications, Inc., in
Norfolk, VA.  From 1991-1996, he was financial manager/treasurer
with NLC Insurance Companies.  From 1986 to 1991, Mr. Wright was a
CPA with PricewaterhouseCoopers and Barron, Gannon & Co PC in
Connecticut.

Mr. Wright earned a Bachelor of Science in Financial Accounting
from the University of New Haven and an MBA from Regent
University.  He is a Certified Public Accountant in the
Commonwealth of Virginia.

Mr. Wright has been active in a number of civic and community
organizations in the Hampton Roads area.  These include Junior
Achievement of Greater Hampton Roads, Inc., Rotary International,
Hampton Roads Chamber of Commerce, Starbase-Atlantis of Hampton
Roads, Inc., and the Virginian-Pilot Joy Fund.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at Sept. 30, 2013, showed $1.98 billion in total assets,
$1.80 billion in total liabilities and $184.99 million in total
shareholders' equity.


HARBINGER GROUP: Fitch to Rate $200MM Sr. Unsecured Notes 'B/RR4'
-----------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'B/RR4' to Harbinger
Group, Inc.'s (Harbinger) $200 million senior unsecured notes
issuance.  The proposed notes are expected to mature in 2022.

Key Rating Drivers

The proposed debt issuance does not affect Harbinger's existing
long-term Issuer Default Rating (IDR) of 'B' and Stable Rating
Outlook.  Harbinger plans to use the proceeds from the proposed
issuance for general corporate purposes, including financing
future acquisitions by Harbinger or its subsidiaries.  The
proposed notes are expected to have significantly fewer financial
covenants than Harbinger's existing debt.

The new debt issuance will result in an incremental increase in
the company's parent only financial leverage.  Fitch estimates the
pro forma parent-only debt to total capital ratio to increase to
approximately 70%, which is at the high end of Fitch's range in
the company's rating sensitivities.

Harbinger's balance sheet is predominantly encumbered by the
holders of the $925 million secured notes.  Therefore, the
unsecured debt will be effectively subordinated to the senior
secured debt.  On a pro forma basis, the unsecured debt will
represent roughly 14% of total debt.  Based on its analysis of
Harbinger's balance sheet investments, Fitch has assigned an 'RR4'
recovery rating to the proposed issuance, which is equivalent to
the recovery rating on the existing secured debt.  Fitch expects
to review the recovery ratings during its next full review cycle.

Rating Sensitivities

Key rating triggers that could lead to a downgrade include a
significant deterioration of financial covenant cushions in
Harbinger's debt agreements, a reduction in Fidelity & Guaranty
Life (F&G) ordinary statutory dividend capacity to below $40
million, a change in Spectrum Brands' (SPB) strategy to reduce
leverage to between 2.5x to 3.5x over the intermediate term, an
increase in Harbinger's (parent only) financial leverage ratio to
above 70% on a sustained basis, and the deployment of existing
cash balances that increases the enterprise's credit risk.

Key rating triggers that could lead to an upgrade include a
significant increase in F&G's ordinary statutory dividend capacity
from its current level of approximately $90 million, a reduction
in Harbinger's parent only financial leverage ratio below 40%, and
the deployment of existing cash balances that improves the
magnitude and diversity of cash flows to Harbinger.

Harbinger is a NYSE-traded holding company that is partially owned
by investment funds affiliated with Harbinger Capital Partners LLC
(Harbinger Capital).  Harbinger Capital established Harbinger
Group, Inc. as a permanent capital vehicle to obtain controlling
equity interests in established, dividend-paying businesses that
operate across a diversified set of industries.  The company
currently operates in four business segments: consumer products
through its 58.6% ownership in SPB, insurance through its 80.7%
ownership in F&G, EXCOJV, an energy partnership, and Salus, an
asset based lending business.

Fitch expects to assign the following ratings:

-- Proposed $200 million senior unsecured notes due January 2022
    'B/RR4'.

Fitch currently rates Harbinger as follows:

-- Long-term Issuer Default Rating (IDR) 'B', Outlook Stable;
-- $925 million 7.875% senior secured notes 'B/RR4'.


HARBINGER GROUP: Moody's Rates $200-Mil. Sr. Unsecured Notes Caa2
-----------------------------------------------------------------
Moody's Investors Service rated Harbinger Group Inc. $200 million
senior unsecured notes Caa2, while at the same time affirming its
B2 Corporate Family Rating and its B2-PD Probability of Default
rating.  The rating on the $925 million senior secured notes was
upgraded to B2 from B3.  The outlook is revised to negative from
stable due to modest operating performance, increased debt, and
weakening credit metrics.

Proceeds from the unsecured notes will be used for working capital
and general corporate purposes.

The revision in the outlook to negative reflects Moody's
expectation that going forward the company will not be able to
cover its total expenses with regular dividends received from its
operating subsidiaries and investments and will need to further
draw down its cash balances in order to cover expenses.

"We expect credit metrics to deteriorate in fiscal 2014," said
Kevin Cassidy, Senior Credit Office at Moody's Investors Service.
For instance, cash coverage of total charges (dividends
received/interest and preferred dividends paid and operating
expenses), will drop to around 70% and leverage (debt/dividends
received) will increase to over 9 times.  "The company has limited
capacity at its current rating level to issue more debt without
receiving more dividends," Cassidy noted.

The Caa2 rating on the senior unsecured notes reflects the
effective subordination to the $925 million first lien secured
notes of Harbinger Group as well as the structural subordination
of the notes to the debt at Harbinger Group's subsidiaries.

Neither the unsecured notes nor the secured notes are guaranteed
by any subsidiary.  The rating on the secured notes was upgraded
to B2 from B3 because of the additional loss absorption provided
by the new unsecured notes in the event of a default.

Rating assigned:

   -- $200 million senior unsecured notes due 2022 at Caa2 (LGD 6,
      99%);

Rating upgraded:

   -- $925 million senior secured notes due 2019 to B2 (LGD 3,
      44%) from B3 (LGD 4, 58%);

Ratings affirmed:

  Corporate Family Rating at B2;
  Probability of Default Rating at B2-PD;
  Speculative grade liquidity rating at SGL 3

Ratings Rationale

Harbinger Group's B2 Corporate Family Rating reflects its high
financial leverage, thin total cost coverage of less than 1 time,
and aggressive financial policies.  The rating is constrained by
Moody's expectation that cash received from subsidiaries and
investments will be insufficient to cover cash expenses, including
interest, preferred dividends, and operating expenses.  This will
result in Harbinger Group needing to continue to draw down its
cash balances.  Ratings also reflect the event risk associated
with Harbinger Group's CEO.  The rating is supported by the credit
profile of its subsidiaries (Spectrum Brands at B1, Fidelity &
Guaranty Life Insurance Company at Ba1 & EXCO/HGI JV - unrated)
and good industry and product diversification through its
subsidiaries and by high cash balances.

The negative outlook reflects Moody's expectation that Harbinger
Group will remain a highly leveraged operation and will not
receive sufficient dividends in the next year to cover its total
expenses.

The rating could be downgraded if the operating performance of its
subsidiaries deteriorates, resulting in the suspension or
reduction of dividends, or if the company does not receive
sufficient cash dividends from its subsidiaries and investments to
cover its total costs.  Specifically, ratings could be downgraded
if cash coverage of total charges (dividends received to interest
and preferred dividends paid plus operating expenses) is sustained
below 1 time.

An upgrade is unlikely in the near to mid-term due to Harbinger's
weak credit metrics.  Over the longer term, cash coverage of total
charges sustained around 2.5 times is necessary for an upgrade to
be considered.

Located in New York City, Harbinger Group is a holding company
whose principal focus is to acquire or enter into combinations
with businesses in diverse segments.  The company's two main
operating subsidiaries are Spectrum Brands (B1) and F&G Insurance
(Ba1).  Harbinger Group also owns a 74.5% total equity interest in
a private limited partnership that owns conventional oil and
natural gas assets in Texas and North Louisiana (the "EXCO/HGI
JV"). EXCO Resources, Inc. owns the remaining 25.5% of the joint
venture. Harbinger Group generated over $125 million in revenue
(dividends received) in the year ending September 30, 2013,
including a $73 million special dividend from F&G Insurance.


HARBINGER GROUP: S&P Rates New $200MM Sr. Unsecured Notes 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'CCC+'
issue rating to New York City-based investment holding company
Harbinger Group Inc.'s (HRG) proposed $200 million senior
unsecured notes due 2022.  The recovery rating is '6', which
indicates S&P's expectation for negligible (0% to 10%) recovery
for senior unsecured creditors in the event of a payment default
or bankruptcy.  The intended use of proceeds is for general
corporate purposes, which could include the redemption of
preferred stock.

All of S&P's existing ratings on the company, including the 'B'
corporate credit rating and 'B' senior secured issue rating,
remain unchanged.  S&P's rating outlook is stable, reflecting its
expectation for weak asset diversity and thin coverage metrics for
the next two years, but for liquidity to remain "adequate."  S&P
expects coverage metrics may be volatile if HRG is unable to
acquire controlling interests in companies with the ability to pay
consistent dividends given HRG's heavy debt burden.  S&P expects
total debt service coverage of about 1x in 2014.

S&P continues to view Harbinger's business risk profile as
"vulnerable," primarily because of weak asset diversity, limited
financial flexibility, and a short track record with its stated
investment strategy.  Harbinger's primary assets include Spectrum
Brands (acquired in January 2011), Fidelity & Guaranty Holdings
(acquired in April 2011), and EXCO-HGI (a joint venture between
HRG and EXCO Resources formed in February 2013).  HRG also formed
Salus Capital Partners, a provider of secured asset-based loans,
in December 2011.

S&P continues to view Harbinger's financial risk profile as
"highly leveraged," given its forecast of thin coverage metrics,
an aggressive financial policy, and a complex organizational
structure.  S&P believes coverage metrics could remain thin even
as HRG acquires additional dividend-paying portfolio companies
because S&P believes such acquisitions will be primarily debt-
financed.  HRG's high cost of capital reinforces S&P's view that
coverage metrics will remain thin.

RATINGS LIST

Harbinger Group Inc.
Corporate Credit Rating             B/Stable/--

New Rating
$200 million notes due 2022
Senior Unsecured                    CCC+
  Recovery Rating                    6


HUNTINGTON INGALLS: Fitch Affirms 'BB' IDR & Unsecured Debt Rating
------------------------------------------------------------------
Fitch Ratings has affirmed Huntington Ingalls Industries, Inc.'s
(HII) Issuer Default Rating (IDR) and senior unsecured debt
ratings at 'BB'.  Fitch has also affirmed HII's senior secured
facilities at 'BBB-'.  The Rating Outlook is revised to Positive
from Stable.  The ratings cover approximately $1.8 billion of
outstanding debt.

Key Rating Drivers

HII has adequate credit metrics for the current ratings which are
also supported by a strong liquidity position, solid and improving
margins, and a large backlog.  As of Sept. 30, 2013, HII had
liquidity of $1.5 billion, including $895 million in cash and $618
million availability under its $650 million domestic credit
revolving facility, after giving effect to $32 million of
outstanding letters of credit.  The ratings are also supported by
the strategic importance of HII's products and the company's
significant role in the U.S. Navy's 30 year shipbuilding plan.
HII is a sole source manufacturer of more than 70% of its
revenues.

Fitch revised the Rating Outlook to Positive from Stable based on
expectations that HII will continue reducing its leverage over the
next several years due to improving operating results and an
anticipated amortization of the senior secured term loan.  The
company has noticeably improved its margins in 2013 driven by an
on-going restructuring at its Ingalls operation and by moving past
the delivery and near completion of low margin LPD 25 and LHA-6
ships, correspondingly.  Fitch expects HII's EBITDA margins will
be above 10% in 2013, up from 8.4% in 2012.  For the last 12
months (LTM) ending Sept. 30, 2013, the company had gross leverage
of 2.7x, down from 3.2x at the end of 2012.  Fitch expects the
company's leverage to decline further to approximately 2.6x and
2.3x at the end of 2013 and 2014, respectively.

Fitch's rating concerns include relatively weak funds from
operations (FFO) based credit metrics and an anticipated decline
in free cash flow (FCF) generation in 2013 and 2014 due to higher
cash taxes, sizable net working capital requirements, increased
dividends, and continued high discretionary pension contributions
to fund the large pension deficit.  The company is exposed to
risks to core defense spending after fiscal 2016 and to HII's
revenue concentration with the U.S. Navy and Coast Guard.  HII
generates nearly all of its revenues from the U.S. government,
exposing the company to changes in plans regarding the fleet needs
of the Department of Defense (DoD) and the Department of Homeland
Security.  Fitch is also concerned by the company's program
execution risks and the high percentage of the workforce that is
unionized.  In addition, Fitch is concerned with future potential
cash deployment actions as the company continues refining its cash
deployment strategy.

The notching up of the senior secured credit facility by two
rating notches from the IDR of 'BB' to 'BBB-' is supported by the
coverage provided by HII's tangible assets and operating EBITDA
compared to the fully drawn facility.  The collateral for the
facility includes substantially all of HII's assets with the
exception of the Avondale shipyard and a few other exclusions.

HII generated approximately $317 million of cash flow from
operating activities during the LTM Sept. 30, 2013, slightly down
from $322 million at the end of 2012.  HII's FCF totaled $142
million during the LTM ended Sept. 30, 2013, down from $165
million at the end of 2012 primarily due to higher dividend
payments.  Fitch expects HII will generate lower FCF in 2013 and
2014, but Fitch also expects FCF generation to significantly
improve beyond 2014.  In 2014, FCF is likely to be pressured by
higher capital expenditures, dividends and working capital
requirements.

HII focuses its cash deployment on capital expenditures,
dividends, pension contributions and share repurchases to offset
dilution.  The company continues to refine its cash deployment
strategy and held approximately $900 million in cash.  Fitch
expects HII's liquidity will likely decline as the company
continues refining its cash deployment strategies.

The pension funding deficit was approximately $1.3 billion (74%
funded) at the end of 2012, up from $885 million (79% funded)
deficit at the end of 2011.  The decrease in funded status was
largely due to a decline in interest rates that resulted in a $728
million actuarial loss.  This, however, was offset by a $396
million (12.2%) gain on plan assets and $239 million in employer
contributions.  The pension benefit obligation (PBO) comprised $5
billion at the end of 2012, while other postretirement benefit
obligation totaled $965 million.  Fitch expects HII's pension
plans' funded status will improve significantly by year-end 2013
as a result of strong asset returns, $330 million in additional
discretionary contributions, and an amendment to its pension plan,
as well as an uptick in interest rates.

Most of HII's revenues are derived from the defense industry and
exposes the company to U.S. defense spending plans and budgets.
Fitch expects 2014 to be another challenging year for U.S. defense
contractors, however, the Bipartisan Budget Act of 2013 (BBA),
signed into law by President Barack Obama on Dec. 26, 2013,
alleviated some concerns surrounding the sequestration-driven
defense spending reductions scheduled to go into effect on Jan.
15, 2014.

Fitch expects the fiscal 2015 budget request in February will
provide some clarity regarding future DoD spending trends.
Defense appropriations are scheduled to begin increasing again in
fiscal 2015, but the sequestration cuts are expected to have a
negative effect on defense contractors for the next several years
because of the lag between appropriations and outlays.

Fitch believes modest declines in defense spending would not lead
to negative rating actions given the strategic importance of HII's
portfolio, long lead times for program execution and the amount of
DOD funding HII received in the past three fiscal years.  The
exposure to DoD spending is also mitigated by HII's good liquidity
position.

Rating Sensitivities:

Fitch may consider a positive rating action if HII continues
improving its operating margins and decreases its current leverage
by either a reduction in debt or an anticipated increase in
EBITDA.  Any positive rating action will also be predicated on
improvements in HII's FFO based credit metrics and FCF generation.
A negative rating action is not likely in the near future,
however, would be considered should the company's leverage (debt
to EBITDA) increase to above approximately 3.6x-3.8x; or if
defense spending cuts have more significant impact on the
company's earnings and FCF than currently anticipated.

Fitch has affirmed the following ratings:

-- IDR at 'BB';
-- Senior secured bank facilities at 'BBB+';
-- Senior unsecured debt at 'BB'.

The Rating Outlook is revised to Positive from Stable.


IDERA PHARMACEUTICALS: Appoints New CMO and Director
----------------------------------------------------
Idera Pharmaceuticals, Inc., has strengthened its clinical
development expertise through the addition of two industry
veterans with track records of success in bringing novel
therapeutic products to market.

Lou Brenner, MD, has joined the company as senior vice president
and chief medical officer, building on more than a decade of
leadership experience that has encompassed clinical development
strategy, regulatory affairs, medical affairs, and product
commercialization.  Dr. Brenner joins Idera from Radius Health,
where he served as senior vice president and chief medical
officer.  He had earlier served in key roles at AMAG
Pharmaceuticals and Genzyme.

Dr. Brenner has designed, planned, and directed successful
clinical trials at all stages and in multiple indications,
including managing the late stage development and regulatory
submission for Feraheme(R), an FDA-approved product for the
treatment of iron deficiency anemia in adult patients with chronic
kidney disease.  At Radius, he led the conduct of a large, ongoing
Phase 3 trial of a novel candidate for the treatment of
osteoporosis.  Previously at Genzyme, he led global commercial
planning for the launch of Renvela(R), a next-generation phosphate
binder for patients with chronic kidney disease, and also led the
business development efforts for the Renal and Transplant Business
Units.  Dr. Brenner holds an MD from Duke University and an MBA
from Harvard Business School, and completed his residency in
Internal Medicine at Brigham and Women's Hospital, as well as a
Fellowship in Nephrology at Brigham and Women's Hospital and
Massachusetts General Hospital.  Dr. Brenner holds a clinical
appointment at Brigham and Women's Hospital.

In connection with his joining the Company, Dr. Brenner and the
Company entered into an employment letter dated Jan. 3, 2014.
Under the terms of the employment letter, Dr. Brenner is entitled
to receive an annual base salary of $350,000 per year.

"We are pleased to welcome Lou to the Idera team, further
strengthening our management depth at a time when we are advancing
multiple clinical stage programs," said Sudhir Agrawal, D. Phil.,
chief executive officer of Idera Pharmaceuticals.  "Lou's breadth
of experience in clinical design and development, regulatory
strategy and commercial preparedness will be a strong asset for us
as we work to advance clinical development of our candidates in
genetically defined forms of B-cell lymphomas and orphan
autoimmune diseases."

Effective as of Jan. 7, 2014, the Board elected Mark Goldberg,
M.D. to the Board as a Class III director.  Dr. Goldberg's term as
a Class III director will expire at the Company's 2016 Annual
Meeting of Stockholders.

Newly-appointed Board Member Mark Goldberg, MD, has served as
senior vice president for Medical and Regulatory Affairs at
Synageva BioPharma since September 2011.  Before joining Synageva,
he served in management capacities of increasing responsibility at
Genzyme from 1996 to 2011, including most recently as senior vice
president for Clinical Development and Global Therapeutic Group
Head for Oncology and Personalized Genetic Health.  While at
Genzyme, Dr. Goldberg played a key role in the development and
approval of four successful orphan therapies: Fabrazyme(R),
Aldurazyme(R), Myozyme(R) and Lumizyme(R).

Prior to joining Genzyme, he was a full-time staff physician at
Brigham and Women's Hospital and the Dana-Farber Cancer Institute,
where he still holds appointments.  Dr. Goldberg is a board-
certified medical oncologist and hematologist and has published
more than 50 papers.

In welcoming Dr. Goldberg to the Idera Board of Directors,
Chairman Jim Geraghty said, "Mark is a recognized industry leader
in the development of novel therapies for oncology and orphan
diseases, and has been a driving force behind multiple clinically
and commercially important products.  His appointment brings new
depth to the Idera Board, and will help guide both the execution
of our ongoing programs and the strategic prioritization of the
many additional clinical opportunities currently before us."

In accordance with the Company's director compensation program,
Dr. Goldberg will receive an annual cash retainer of $35,000 for
service on the Board, which is payable quarterly in arrears.

The strengthening of Idera's senior management team comes at a
time of strong progress and momentum for the company, which
recently announced the initiation of clinical development of its
Toll-like receptor (TLR) antagonist IMO-8400 in Waldenstrom's
macroglobulinemia.  The Company's program is targeted to patients
with the L265P oncogenic mutation of the MYD88 gene, which is
highly characteristic of Waldenstrom's macroglobulinemia and is
reportedly influenced by TLR activation.  IMO-8400 blocks the
activation of the TLR signaling pathway and represents a novel
approach to the treatment of these patients.

In addition to its clinical development in Waldenstrom's
macroglobulinemia, Idera plans to submit a protocol to the FDA
this quarter to conduct a Phase 1/2 trial in patients with diffuse
large B-cell lymphoma (DLBCL).  The L265P mutation of the MYD88
gene has been identified in approximately 30 percent of patients
with the activated B-cell-like (ABC) type of DLBCL.

In its autoimmune disease program, the Company is conducting a
randomized, double-blind, placebo-controlled Phase 2 trial of IMO-
8400 in patients with moderate-to-severe plaque psoriasis.  The
Company expects to report data from this trial in the first half
of 2014.  In addition, Idera has begun a strategic review of
orphan autoimmune indications with unmet needs that it believes
are suited to Toll-like receptor (TLR) antagonist therapy, and
expects to identify priority indications in early 2014.

Additional information is available for free at:

                        http://is.gd/kqhtoV

                    About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Sept. 30, 2013, showed $39.57
million in total assets, $2.46 million in total liabilities, and
stockholders' equity of $37.11 million.


INFUSYSTEM HOLDINGS: Presented at Sidoti & Company Conference
-------------------------------------------------------------
InfuSystem Holdings, Inc., furnished the U.S. Securities and
Exchange Commission a copy of its investor presentation dated
Jan. 13, 2014, used at the Sidoti & Company LLC Conference.
The presentation discussed, among other things, Company overview
and 2013 9-month financials, market trends, leadership and
strategy.  A copy of the presentation is available for free at:

                         http://is.gd/1zZdDE

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
a net loss of $45.44 million in 2011 and a net loss of $1.85
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $76.39 million in total assets, $34.77 million in total
liabilities and $41.62 million in total stockholders' equity.


JAZZ PHARMACEUTICALS: S&P Affirms 'BB+' Secured Debt Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issue-level
rating on Ireland-based pharmaceutical company Jazz
Pharmaceuticals plc's (Jazz) secured debt, following the company's
announced plans to upsize those obligations.  S&P's recovery
rating of '2' remains unchanged and reflects its expectation for
substantial recovery (70%-90%) in the event of a default.

Jazz plans to upsize the $200 million revolver by $175 million and
draw down approximately $250 million on that facility, while also
increasing the $556 million in term loan debt by up to
$400 million.  The company will use these funds together with cash
on hand to fund the $1 billion acquisition of Gentium S.p.A. and
the initial $125 million payment for the acquisition of the
worldwide rights to the ADX-N05 compound, from Aerial BioPharma
LLC

S&P's corporate credit rating on Jazz anticipated a rise in
leverage from debt-financed acquisitions and is unaffected by this
transaction.  The 'BB' corporate credit rating reflects S&P's view
that the company's financial risk profile is "intermediate" and
business risk profile is "weak".  The intermediate financial risk
profile reflects leverage of about 2.6x, as well as S&P's
expectation for the company to maintain leverage below 3x.  The
weak business risk profile reflects the high degree of product
concentration and limited scale partially offset by exceptionally
strong profitability.

RATINGS LIST

Jazz Pharmaceuticals plc
Corporate Credit Rating        BB/Stable/--

Ratings Affirmed
Jazz Pharmaceuticals Inc.
Senior secured                 BB+
  Recovery Rating               2


KEMET CORP: EVP and President KEMET Asia to Resign
--------------------------------------------------
Robert R. Arguelles, executive vice president and president -
KEMET Asia, notified KEMET Corporation of his decision to resign
from the Company.  Mr. Arguelles' resignation is effective as of
Jan. 25, 2014.

                             About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

The Company's balance sheet at Sept. 30, 2013, showed $880.21
million in total assets, $642.30 million in total liabilities and
$237.90 million in total stockholders' equity.

KEMET Corp disclosed a net loss of $82.18 million on $842.95
million of net sales for the fiscal year ended March 31, 2013, as
compared with net income of $6.69 million on $984.83 million of
net sales for the year ended March 31, 2012.  For the six months
ended Sept. 30, 2013, the Company incurred a net loss of $48.23
million on $415.46 million.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.


KEMET CORP: Royce & Associates Stake at 6.3% as of Dec. 31
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Royce & Associates, LLC, disclosed that as of
Dec. 31, 2013, it beneficially owned 2,872,254 shares of common
stock of KEMET Corporation representing 6.37 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/QzgDI0

                          About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

The Company's balance sheet at Sept. 30, 2013, showed $880.21
million in total assets, $642.30 million in total liabilities and
$237.90 million in total stockholders' equity.

KEMET Corp disclosed a net loss of $82.18 million on $842.95
million of net sales for the fiscal year ended March 31, 2013, as
compared with net income of $6.69 million on $984.83 million of
net sales for the year ended March 31, 2012.  For the six months
ended Sept. 30, 2013, the Company incurred a net loss of $48.23
million on $415.46 million.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.


KEYWELL LLC: Barnes & Thornburg Gets Okay as Environmental Counsel
------------------------------------------------------------------
Keywell L.L.C. obtained authorization from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Bruce White
and Barnes & Thornburg LLP as environmental counsel.

As reported in the Troubled Company Reporter on Jan. 13, 2014,
the Debtor requires Barnes & Thornburg to:

   (a) advise the Debtor with respect to any ongoing obligations
       and liability at its Atlanta, Georgia facility.  The Debtor
       received a Notice of Noncompliance dated Aug. 7, 2013 from
       the Georgia Department of Natural Resources in regard to
       Permit GAR 050000, to which the Debtor submitted a response
       on Oct. 14, 2013;

   (b) advise the Debtor with respect to any ongoing obligations
       and liability at its Indian Trail and Monroe, North
       Carolina facilities.  The Debtor received a Notice of
       Exceedance dated February 2011 from the North Carolina
       Department of Environmental and Natural Resources with
       regard to certain benchmark limits for metals and total
       suspended solids for scrap processing facilities under SIC
       5093 in the general storm water permit NCG 2000000; and

   (c) advise the Debtor with respect to any ongoing obligations
       and liability at its Frewsburg, New York facility with
       regard to Landfill Site 907017 in the Town of Carroll, NY,
       and with regard to Active Remediation Site 907016 pursuant
       to an Order in Consent with the New York State Department
       of Environmental Conservation.

Barnes & Thornburg will be paid at these hourly rates:

       Bruce White                     $475
       Partners and Shareholders       $400-$550
       Associates                      $275-$375

                       About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


KEYWELL LLC: McDonald Hopkins Approved as Committee Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized the Official Committee of Unsecured Creditors of
Keywell, L.L.C. to retain McDonald Hopkins LLC as counsel, nunc
pro tunc to Oct. 3, 2013.

As reported in the Troubled Company Reporter on Oct. 29, 2013,
the Business Restructuring and Bankruptcy Department of McDonald
Hopkins will be paid at these hourly rates:

       David A. Agay, Member           $525
       Sean D. Malloy, Member          $525
       Scott N. Opincar, Member        $500
       Joshua A. Gadharf, Associate    $310
       T. Daniel Reynolds, Associate   $215
       Members                         $330 - $690
       Of Counsel                      $305 - $650
       Associates                      $200 - $380
       Paralegals                      $165 - $265
       Law Clerks                       $40 - $150

                       About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired Alvarez &
Marsal North America, LLC, serves as financial advisors.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


KEYWELL LLC: Won't Employ Claims or Notice Agent
------------------------------------------------
Keywell L.L.C. seeks entry of an order excusing it from the
requirement under the Local Rules to employ a claims or notice
agent in its Chapter 11 Case.

Local Rule 1007-2 provides that "[i]n all cases with more than 500
creditors, the debtor must file a motion to employ a notice or
claims agent approved by the clerk to perform this function."

The Debtor's estate is comprised of more than 500 creditors.  The
creditors, potential creditors, and other parties-in-interest to
whom certain notices and voting documents must be sent in the
Chapter 11 Case total in excess of 1000. Accordingly, the Debtor
believes Local Rule 1007-2(B) is applicable.

However, the Debtor submits that its Chapter 11 Case can proceed
smoothly and efficiently without incurring the additional expenses
associated with the employment of a separate claims or notice
agent.  Since the Petition Date, the Debtor has effectively
communicated with creditors and other parties in interest and
believes it is well situated to continue doing so.

Moreover, the Debtor believes that either it -- or, in the event a
liquidating plan of reorganization is confirmed and effectuated, a
liquidating trustee -- will be able to adequately handle the
claims resolution process (and prepare and maintain a claims
register, if necessary) without the assistance of a separate
claims or notice agent.

Counsel for Keywell may be reached at:

   Howard L. Adelman, Esq.
   Erich S. Buck, Esq.
   Steven B. Chaiken, Esq.
   Alexander F. Brougham, Esq.
   ADELMAN & GETTLEMAN, LTD.
   53 West Jackson Blvd., Suite 1050
   Chicago, IL 60604
   Telephone: (312) 435-1050
   Facsimile: (312) 435-1059

                       About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


LDK SOLAR: Noteholders Agree to Forbear Payment Until Jan. 23
-------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a new 15-day forbearance
arrangement with holders of a majority in aggregate principal
amount of its US$-Settled 10 percent Senior Notes due 2014.  The
new forbearance arrangement, which expires on Jan. 23, 2014,
relates to the interest payment due under the Notes on Aug. 28,
2013.  That interest payment is still unpaid.  It is LDK Solar's
intention to find a consensual solution to its obligations under
the Notes as soon as possible and LDK Solar remains hopeful that
it will be able to achieve that goal.

As reported previously, LDK Solar has engaged Jefferies LLC as a
financial advisor for strategic advice in connection with the
Notes and LDK Solar's other offshore obligations.  Holders of LDK
Solar's offshore debt obligations may contact Augusto King at
aking@Jefferies.com, or Steven Strom at sstrom@Jefferies.com,
Lyndon Norley at lyndon.norley@Jefferies.com, or Richard Klein at
rklein@Jefferies.com with any questions.

Sidley Austin is acting as counsel to LDK Solar, led by Thomas
Albrecht at talbrecht@sidley.com, and Timothy Li at
htli@sidley.com.  LDK Solar understands that Ropes & Gray is
acting as counsel to a group of noteholders, led by Daniel
Anderson (daniel.anderson@ropesgray.com) and Paul Boltz
(paul.boltz@ropesgray.com).  LDK Solar also understands that
Houlihan Lokey has been engaged as financial advisor to that same
group of noteholders; holders of the Notes may contact Brandon
Gale at bgale@hl.com with any questions.

                         About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LIGHTSQUARED INC: New Plan Draws Flak from ACE American
-------------------------------------------------------
ACE American Insurance Co. filed an objection with the U.S.
Bankruptcy Court in Manhattan to block the approval of the new
bankruptcy plan proposed by LightSquared Inc.

ACE said the new plan doesn't require LightSquared to comply with
contractual obligations which, the firm pointed out, are
conditions to coverage under an insurance policy it issued to the
wireless communications company.

The insurance firm said the company shouldn't be allowed to assume
only a portion of the insurance policy and the agreements they
made related to the policy.

ACE also questioned a provision of the plan that "permits entities
to pursue actions against the debtors limited solely to insurance
proceeds."

LightSquared earlier proposed a new plan with financing from
Fortress Investment Group LLC, Melody Capital Advisors LLC,
JPMorgan Chase & Co. and Harbinger Capital Partners.  It would
include a $2.75 billion in new loans and at least $1.25 billion in
new equity investment.

The new plan would pay secured lenders in full and give stakes in
the reorganized LightSquared to its current shareholders.  It is
subject to approval of LightSquared's license application by the
Federal Communications Commission, which regulates the spectrum
the company is relying on to launch its wireless broadband
network.

Separately, a group of LightSquared's lenders said it intends to
proceed with the confirmation of its proposed plan.

The lenders' proposed plan is based on the $2.2 billion sale of
LightSquared's so-called "LP" assets to a subsidiary of Dish
Network Corp.  The plan, if confirmed by the bankruptcy court,
would end Philip Falcone's control of the company.

ACE American is represented by:

     Karel S. Karpe, Esq.
     KARPELAW
     44 Wall Street, 12th Floor
     New York, New York 10005
     Tel: 212 461-2250
     Fax: 646 304-7610
     E-mail: kkarpe@karpelaw.com

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Falcone Didn't Know Ergen Was Buying Debt
-----------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that hedge-fund Philip Falcone said he didn't know Dish Network
Corp. Chairman Charles Ergen was buying up LightSquared debt in
2012 and 2013. Mr. Falcone was testifying at a trial to determine
whether Mr. Ergen improperly acquired the debt for Dish and not
himself.

According to the report, in court, Mr. Falcone, whose Harbinger
Capital Partners controls 85% of LightSquared's equity, was read
emails he sent in 2012 and 2013 widely speculating who was behind
the SP Special Opportunities LLC vehicle that was buying
LightSquared's bank debt at the time. In various messages, Mr.
Falcone speculated that Mr. Ergen could be behind the purchases
but also said Carlos Slim, Cablevision Systems Corp.'s James
Dolan, AT&T Inc. or others may have been the buyers. Mr. Falcone
said he didn't realize it was definitely Mr. Ergen behind the SP
vehicle until May 2013.

LightSquared is suing Dish and Mr. Ergen over his purchases of
LightSquared's bank debt, saying he actually bought it on behalf
of Dish, which as a LightSquared competitor was prohibited from
buying it, the report related.  After the purchases, Dish then
made a $2.2 billion offer for LightSquared's wireless spectrum,
but dropped the bid last week. Mr. Ergen testified at the trial
earlier this week, and on Jan. 16 was Mr. Falcone's turn. Even
with the Dish bid gone, LightSquared still wants to prove the debt
purchases were improper, which could allow LightSquared's junior
creditors to recover more.

Whether Mr. Falcone and LightSquared knew it was Mr. Ergen making
the trades could become central to the case, the report said.  Mr.
Ergen said earlier this week that he intentionally tried to keep
his trades confidential so he wouldn't drive the debt prices up.
LightSquared lawyers have said in court that part of the reason
Mr. Ergen kept quiet was because he was sidestepping the rules and
acting in concert with Dish, not for himself.

Mr. Falcone said he didn't find out about Mr. Ergen's trades until
just before Dish made its bid last year, the report further
related.

                      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.


LUCAS-GUNN PROPERTIES: Sunset Cove Condo Units to Be Sold Feb. 7
----------------------------------------------------------------
Real property of Lucas-Gunn Properties, LLC, will be sold to the
highest and best bidder for cash at a trustee's sale on Feb. 7,
2014, at 10:30 a.m., prevailing time, at the at the front steps of
the Union County Courthouse, 901 Main Street, Maynardville,
Tennessee.

Commercial Bank has demanded the real property be advertised and
sold in satisfaction of $2,027,855 in debt.

The property consists of Condominium Unit Nos. 211, 212, 213, 221,
222, 223, 224, 231, 232, 233 and 234, and all of Lots 1, 2, 3, 4,
5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 in Sunset Cove
Condominiums in Sharps Chapel, Tennessee.

For more information, contact the Substitute Trustee:

     Gregory C. Logue
     WOOLF, McCLANE, BRIGHT, ALLEN & CARPENTER, PLLC
     Suite 900, 900 S. Gay Street
     P.O. Box 900
     Knoxville, TN 37901-0900
     Tel: (865) 215-1000
     E-mail: glogue@wmbac.com


MANTARA INC: Tiger to Conduct Online Sale for Assets on Jan. 21
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court, Tiger Group's Remarketing
Services Division is auctioning computer server and networking
equipment, as well as designer office furniture and other office
equipment formerly owned by the global electronic trading platform
firm Mantara Inc. in an online sale that closes later this month.
A below-market lease for the bankrupt company's Park Ave.
penthouse office is also being offered in a separate sealed bid
auction.

Bidding is now underway on the former assets of the company at
www.SoldTiger.com and will close online in rapid succession, live
auction style, on January 21 at 10:30 a.m. (ET).  The assets will
be available for inspection at 215 Park Avenue South, Suite 2001,
New York, N.Y., on January 20 from 10:00 a.m. to 4:00 p.m. (ET).

In the sealed bid offering that closes at 3:00 p.m. (ET) on
January 20, Tiger is offering, subject to Bankruptcy Court
approval, the right and interest in the remaining below-market
lease on Mantara's 4,700-square-foot ˝ headquarters, which
provides sweeping western views of Manhattan and New Jersey.  The
winning lease bidder will also retain the rights to the former
tenant's $235,000 security deposit.

"Sales of this nature are a great opportunity for businesses --
large and small -- to purchase late model office and computer
equipment at discount auction prices," said Jeff Tanenbaum,
president of Tiger Remarketing Services.

More than 30 Apple, Dell, HP and Compaq computers and workstations
will be offered in the online auction, along with over 75 large,
HD flat panel monitors from Dell, HP, LG, and Asus, as well as
more than 100 HP and Dell servers, including G7 and G8 models.  A
Dell projector system, an HD NTSC Video Conference System and
other AV equipment will also be available.  Office furnishings
being offered include Knoll Generation executive chairs and Raynor
Apollo chairs; double pedestal and U-shaped desks; conference
tables and chairs; along with a stainless steel refrigerator and
other break room/ kitchen equipment.

Mantara Inc. voluntarily filed for Chapter 11 Bankruptcy
Protection in October 2013 in the New York Southern Bankruptcy
Court (case number 1:13-bk-13370).

For a full description of the assets being auctioned and details
on how to bid, visit: www.SoldTiger.com

New York-based Mantara, Inc., sought protection under Chapter 11
of the Bankruptcy Code on Oct. 16, 2013 (Case No. 13-13370, Bankr.
S.D.N.Y.).  The case is before Judge Allan L. Gropper.  The Debtor
is represented by Wojciech F Jung, Esq., at Lowenstein Sandler
LLP, in New York; and Kenneth A. Rosen, Esq., at Lowenstein
Sandler LLP, in Roseland, New Jersey.

Mantara listed assets of $12.9 million and debt totaling $8.4
million. Liabilities include $1.2 million owing to a secured
lender.


MASONITE INT'L: Moody's Rates New $100MM Add-On Unsec. Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Masonite
International Corporation's proposed $100 million of 8.25% add-on
senior unsecured notes due 2021.  Concurrently, Moody's affirmed
the company's B2 Corporate Family Rating, B2-PD Probability of
Default Rating, B3 rating on its existing senior unsecured notes
due 2021, and assigned a Speculative-Grade Liquidity ("SGL")
Assessment of SGL-2.  The rating outlook is stable.

Proceeds from the proposed $100 million senior unsecured add-on
notes due 2021 are expected to be used for general corporate
purposes that may include funding future acquisitions.  The B3
rating assigned to the proposed add-on senior unsecured notes, one
notch below the Corporate Family Rating, reflects the notes'
position as the junior-most debt in Masonite's capital structure.
The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

   -- Corporate Family Rating affirmed at B2;

   -- Probability of Default Rating affirmed at B2-PD;

   -- Proposed $100 million Senior Unsecured Notes due April 2021,
      assigned B3 (LGD4, 63%);

   -- Existing $375 million Senior Unsecured Notes due April 2021
      affirmed at B3; LGD rate was changed to LGD4, 63% from LGD4,
      65%;

   -- Speculative-Grade Liquidity Assessment, assigned SGL-2.

Ratings Rationale

Masonite's B2 Corporate Family Rating reflects the company's
elevated debt leverage of 5.1x pro forma to the $100 million
unsecured notes issuance.  The debt leverage increases by close to
1 turn as a result of this transaction.  Moody's projects the
company's debt/EBITDA to remain above 4x through 2014.  However,
the aforementioned leverage metrics are not pro forma for the
acquisitions completed in 2013 nor do they incorporate any future
acquisitions.  The B2 Corporate Family Rating also takes into
consideration Masonite's thin operating margins and its difficulty
generating significant earnings and free cash flow.  In addition,
incremental interest expense of approximately $8 million
associated with the add-on notes will prevent the company from
materially improving its adjusted EBITA interest coverage, which
is expected to be around 1.7x by the end of 2014 from estimated
1.1x for 2013 (all ratios incorporate Moody's standard accounting
adjustments).  Although the proposed add-on notes will enhance
near-term liquidity, we expect the proceeds to ultimately be used
primarily to finance future acquisitions.

The rating is supported by Moody's view that Masonite's end
markets including new home construction and repair & remodeling
markets will continue to grow in 2014.  Moreover, the B2 Corporate
Family Rating considers the company's global diversification,
broad product offering, and long-standing relationships with large
retailers.  Moody's also acknowledges that as a result of facility
consolidations and investments in automation, Masonite will be
well-positioned to increase operating leverage once volumes return
to more normalized levels.

The stable outlook reflects Moody's expectation that Masonite's
key end markets continue to show strength and that the company's
liquidity as well as lack of near-term maturities provide
sufficient flexibility to support growth initiatives.

Moody's does not anticipate favorable ratings movement until the
company can improve operating profitability such that it generates
at least a mid-to high-single digit EBITA margin.  Over the longer
term, if adjusted debt leverage can be sustained below 4.5x debt-
to-EBITDA and EBITA interest coverage begins to approach 2.5x, a
positive rating action may be considered.  In addition, growth in
the company's end markets is an important consideration for
potential upgrade.

The ratings could be downgraded if the company fails to
demonstrate that its acquisition strategy has been successful.  If
the company cannot maintain debt-to-EBITDA below 5.5x or is unable
to improve interest coverage such that EBITA-to-interest expense
is greater than 1.25x, the ratings may come under pressure.

Masonite International Corporation (NYSE: DOOR), headquartered in
Tampa, FL, through its operating subsidiaries, is one of the
largest manufacturers of doors in the world.  It offers both
interior and exterior doors for residential and commercial end
uses.  Revenues for 2013 are estimated to be $1.7 billion.


MCCLATCHY CO: Royce Owns 5.3% of Class A Shares as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Royce & Associates, LLC, disclosed that as of Dec. 31,
2013, it beneficially owned 3,236,993 shares of Class A common
stock of The McClatchy Company representing 5.26 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/ccJIih

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at Sept. 29, 2013, showed $2.60 billion in total assets,
$2.54 billion in total liabilities and $60.25 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MDU COMMUNICATIONS: Inks Follow-On APA with AM3
-----------------------------------------------
MDU Communications International, Inc., and its wholly-owned
subsidiary, MDU Communications (USA) Inc., on Sept. 4, 2013,
entered into an Asset Purchase Agreement with Access Media 3,
Inc., whereby AM3 would acquire the assets associated with the
Subsidiary's business in its Midwest, Southeast, South Central and
Mid-Atlantic regions.  The September Agreement closed on Oct. 22,
2013.

On Dec. 30, 2013, the Company and the Subsidiary entered into a
follow-on Asset Purchase Agreement with AM3 for the remainder of
the assets of the Subsidiary.  The December Agreement covered the
assets associated with the Subsidiary's business in its Northeast
and California regions.  The December Agreement included 8,745
subscribers in these two regions, which is a decrease from the
previously disclosed subscriber number for these regions of
13,172, due to attrition in the subscriber base and the non-
transferability of 3,190 subscribers.  The December Agreement is
at a per subscriber purchase price of $493.47.  Collectively, the
September and December Agreements cover substantially all of the
assets of the Company and the Subsidiary.

Upon closing of the December Agreement, there was an immediate
transfer of 3,091 subscribers to AM3 for a purchase price of
$1,625,315, less a 5 percent holdback.  Thereafter, but no later
than 270 days, AM3 will acquire, in a series of subsequent
closings, the additional 5,654 subscribers for up to $2,790,079.
To receive the maximum $2,790,079 in proceeds, the Subsidiary must
obtain (i) written consents to assignment on all property right of
entry agreements that require consent, and (ii) term extensions
for all right of entry agreements with less than one year
contractual term remaining.  The $2,790,079 has been placed in
escrow by AM3 to fund the subsequent closings.  The Company and
Subsidiary make no representation that all, or even substantially
all, of the $2,790,079 proceeds will be received due to (i) and
(ii) above.

The entire $1,544,050 received purchase price from the initial
closing of the December Agreement was applied to the outstanding
balance of the Subsidiary's Sept. 11, 2006, Amended and Restated
Loan and Security Agreement, a secured credit facility with
secured creditors FCC, LLC, d/b/a First Capital, and Full Circle
Capital Corporation, which had a calculated balance of $29,194,224
prior the application of any proceeds from either the September or
December Agreements.

The Subsidiary has scaled back staff and operations to only
critical functions to fulfill its obligations under the September
and December Agreements to obtain consents to assignment and right
of entry agreement extensions, oversee AM3's obligations under the
temporary management agreement, and to perform certain basic
accounting and corporate functions.

On Dec. 5, 2013, the Subsidiary and AM3 entered into a First
Subsequent Closing under the September Agreement, and, on Jan. 3,
2014, the Subsidiary and AM3 entered into a Second Subsequent
Closing under the September Agreement.  As of January 3, 2014,
collective proceeds in the amount of $16,490,351 have been
received under the September Agreement from AM3 and applied to the
balance of the Loan Agreement.

Due to (i) the reduction in the number of subscribers to be sold
under the December Agreement, resulting in a lower maximum
potential purchase price from the December Agreement, (ii)
purchase price recovery from subsequent closings under the
September and December Agreements being lower than the respective
maximum purchase prices because of non-consenting and non-renewing
right of entry agreements, (iii) the ongoing operating costs
associated with the Subsidiary without any offsetting revenue, and
(iv) the administration and interest expense of the Loan Agreement
until repayment, it is expected that the total proceeds received
pursuant to the September and December Agreements will not be
sufficient to repay in full the outstanding balance of the secured
Loan Agreement.

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.

As of June 30, 2013, MDU Communications had $16.70 million in
total assets, $32.23 million in total liabilities and a $15.53
million total stockholders' deficiency.

"In order for the Company to continue operations, it needs to
raise additional capital, sell assets or merge with another
entity.  The Company has been actively pursuing various
initiatives aimed at resolving its need for additional capital,
namely asset sales and/or a merger.  The asset sale negotiations
have met with some success with proceeds supplementing cash flow
and reducing the Credit Facility, but negotiations have not yet
resulted in larger asset sales.  On July 9, 2012, the Company
executed a merger agreement with Multiband Corporation
("Multiband"), whereby the Company would effectively become an
operating subsidiary of Multiband.  The merger agreement and
negotiations were terminated by Multiband on May 22, 2013 when
Multiband entered into an agreement for itself to be acquired.
The Company's ability to close large asset sales or to consummate
a merger remains uncertain.  Unless the Company is able, in the
near-term, to raise additional capital, close additional asset
sales or enter into a merger, there is substantial doubt about the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended June 30, 2013.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MOUNTAIN MELODY: Motel, Others to Be Sold at Feb. 7 Auction
-----------------------------------------------------------
Assets of Mountain Melody Partnership, Smoky Meadows Lodge Inc.
and their general partners will be sold in a foreclosure sale
after they were declared in default under promissory notes issued
in favor of Tennessee State Bank.

Assets to be sold include a motel and leasehold property interests
in parcels of lot at Pigeon River Park Subdivision in Sevier
County, Tennessee.  One of the parcels is part of the property
leased to Parkway Fuel Services, Inc.

The sale will be held Feb. 7, 2014, commencing at 11:30 a.m.,
Eastern Time, at the front door of the Sevier County Courthouse,
fronting Court Avenue, with an address of 125 Court Avenue,
Sevierville, Sevier County, Tennessee.

Mountain Melody Partnership, (whose sole general partners are
Edith Carver, James Allen Carver and Debbie A. Carver) and Luther
Carver and wife, Edith Carver executed a Deed of Trust in favor of
Tennessee State Bank, dated Feb. 18, 1994 -- 1994 Deed of Trust --
encumbering leasehold and fee interests in the various parcels of
real property described in the 1994 Deed of Trust to secure a
promissory note executed by Mountain Melody Partnership et al. in
the original principal amount of $3,000,000.  Lanning P. Wynn is
the trustee in this deal.

Meanwhile, Luther Carver and wife, Edith Carver and Smoky Meadows
Lodge, Inc. executed a Leasehold Deed of Trust with Assignment of
Rents and Leases in favor of Tennessee State Bank, dated April 24,
1995 -- April 1995 Leasehold Deed of Trust -- further encumbering
the leasehold interests in a parcel of property described in the
1994 Deed of Trust to secure a promissory note executed by the
Carvers and Smoky Meadows Lodge, Inc. in the original principal
amount of $2,438,000.  A. Randolph Sykes is the trustee in this
deal.

Mountain Melody Partnership also executed a Deed of Trust in favor
of Tennessee State Bank, dated April 24, 1995 -- April 1995 Deed
of Trust -- further encumbering the leasehold and fee interests in
the various parcels of real property described in the 1994 Deed of
Trust to secure the April 1995 Note.  Randolph Sykes is the
trustee in this deal.

The 1994 Deed of Trust was partially subordinated to the lien of
the April 1995 Leasehold Deed of Trust pursuant to a Subordination
Agreement as to a Portion of the Collateral Described in the
Subordinate Deed of Trust dated April 24, 1995.  The 1994 Deed of
Trust also was modified by Modification Agreement dated July 21,
1995.

Thereafter, Edith Carver, single and Smoky Meadows Lodge executed
a Leasehold Deed of Trust in favor of Tennessee State Bank, dated
Oct. 8, 1999 -- 1999 Leasehold Deed of Trust -- further
encumbering the leasehold interests in a parcel of property
described in the 1994 Deed of Trust to secure a promissory note
executed by Smoky Meadows Lodge in the original principal amount
of $106,596.  Sykes & Wynn, PLLC is the trustee in this deal.

The 1994 Deed of Trust, the April 1995 Leasehold Deed of Trust and
the April 1995 Deed of Trust have been further modified several
times by Modification Agreements.  Tyler C. Huskey has been
appointed Successor Trustee under the various Trusts, in the place
and stead of Lanning P. Wynn; A. Randolph Sykes; and Sykes & Wynn,
PLLC.

James Allen Carver, Edith Carver and Mountain Melody Partnership
executed a Leasehold Deed of Trust in favor of Tennessee State
Bank, dated Dec. 20, 2013, encumbering the leasehold interests in
the real property described therein to secure the balance due on
the 1994 Note and the April 1995 Note.  Tyler C. Huskey is the
trustee in this deal.

The 1994 Note is past due and Mountain Melody Partnership and the
Carvers are in default in the performance of the covenants, terms
and conditions of the 1994 Note.  The debt has been duly
accelerated and is immediately due and payable to Tennessee State
Bank.

The April 1995 Note is past due and Smoky Meadows Lodge and the
Carvers are in default in the performance of the covenants, terms
and conditions of the April 1995 Note.  The debt has been duly
accelerated and is immediately due and payable to Tennessee State
Bank.

The Trustee may be reached at:

     Tyler C. Huskey
     GENTRY, TIPTON & MCLEMORE, P.C.
     2430 Teaster Lane, Suite 210
     Pigeon Forge, TN 37863
     Tel: (865) 525-5300


MRI SOFTWARE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Rating Services assigned Cleveland-based MRI
Software LLC a preliminary 'B' corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue-level
rating with a preliminary recovery rating of '2' to the company's
proposed $165 million senior secured first-lien credit facilities,
comprising a $15 million revolving credit facility due 2019 and a
$150 million first-lien term loan due 2021.  The '2' preliminary
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery of principal in the event of a default.  All
ratings are based on preliminary documentation and are subject to
review of final documents.

The company will use the proceeds from the $150 million proposed
senior secured first-lien term loan and a proposed $65 million
second-lien term loan (unrated) to fund a $187 million dividend to
its financial sponsor and repay existing debt.

S&P's ratings on MRI Software reflect its "weak" business risk
profile and "highly leveraged" financial risk profile (as defined
by S&P's criteria).  S&P's business risk assessment is based on
the company's limited scale in the enterprise software industry,
niche market focus in the real estate end market, and narrow
product offerings.  These factors are partially offset by the
company's low customer concentration risk, as its top 10 customers
account for 13% of total recurring revenue, and no single customer
accounts for more than 3% of total recurring revenue.  Additional
factors that provide partial offsets include high levels of
recurring revenue from long-term customer contracts, a customer
retention rate of about 93%, and good operating profitability with
EBITDA margin near the 40% area.

Other factors that contribute to S&P's assessments of MRI
Software's business risk profile are its "very low" country risk
and "intermediate" industry risk.  Additionally, S&P views the
company's absolute profitability as "average" for the enterprise
and consumer software industry.  S&P views the company's
volatility of profitability as "fair."

MRI Software provides enterprise software applications to the
commercial and residential real estate industry.  The company is a
small player in the enterprise software industry with revenue of
about $82 million in 2013, and competes against larger players
with greater financial resources such as Oracle Corp.'s JD Edwards
and Yardi Systems Inc. (unrated) in the commercial segment and
Infor Inc.'s AMSI and RealPage Inc. in the residential segment.
MRI Software's product portfolio is narrow with its main product
delivering accounting and property management solutions to its
customers and representing majority of its revenues.  Partially
offsetting these risks are the company's high recurring revenue
from long-term contracts, software-as-a-service (SaaS) and
maintenance and support services accounting for about 86% of total
revenues, and a good customer retention rate at about 93%.  The
company's EBITDA margin improved over the past three years, to
about 40% in 2013 from about 20% in 2010, primarily due to its
focus on cost control since its spin-off from Intuit in early
2010, and also attributable to cost synergies from the integration
of three acquisitions made in 2011.  S&P expects MRI Software's
revenue growth to be in the low-single-digit percentage area over
the next 12 months, primarily from the company's SaaS product
offering, and its EBITDA margin to remain at about 40% over the
same period.


MUSCLEPHARM CORP: Amends Quarterly Reports to Correct Error
-----------------------------------------------------------
MusclePharm Corporation filed amendments to its quarterly reports
on Form 10-Q for the periods ended June 30, 2013, and Sept. 30,
2013, to correct an error in the calculation of sales
concentration by customer in Note 2 of the Consolidated Financial
Statements.  No other modifications or changes have been made to
the Forms 10-Q.  Copies of the amended Quarterly Reports are
available for free at:

                        http://is.gd/A0Mw8t
                        http://is.gd/eS95H3

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.72 million.  MusclePharm incurred a net loss of
$18.95 million in 2012, a net loss of $23.28 million in 2011, and
a net loss of $19.56 million in 2010.  The Company's balance sheet
at Sept. 30, 2013, showed $41.54 million in total assets, $18.87
million in total liabilities and $22.67 million in total
stockholders' equity.


NATIONAL MENTOR: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Boston-based National Mentor Holdings
Inc.  The outlook is stable.

S&P also assigned a 'B+' issue-level rating to the company's
senior secured credit facility, which includes a $100 million
revolving credit facility and $560 million term loan.  The
recovery rating on the facility is '2', indicating substantial
(70%-90%) recovery in the event of payment default.  S&P also
affirmed the 'CCC+' issue-level rating on the company's existing
$250 million senior unsecured notes.

"The ratings on National Mentor reflect our view of the company's
business risk profile as 'weak,' reflecting its position in the
highly fragmented and competitive behavioral health care market
and exposure to potential third-party reimbursement reductions,"
said credit analyst Tahira Wright.  "The ratings also reflect the
company's 'highly leveraged' financial risk profile given its
heavy debt burden, with leverage of nearly 6x in 2014.  National
Mentor is a provider of services to individuals with intellectual
and developmental disabilities (I/DD), post-acute specialty
rehabilitation services (SRS) for individuals with acquired brain
injuries, and services for at-risk youth (ARY)."

S&P's stable outlook reflects its expectation that the company
will continue to pursue acquisitions rather than debt repayment.
Given S&P's expectations for modest EBITDA we believe credit
metrics will remain largely unchanged over the next year.

                          Downside scenario

S&P could lower its rating in the event the company is unable to
generate enough cash to meet its operating and capital needs over
a sustained period, and S&P revises its view of liquidity to
"weak" from "adequate".  This could result from a decline in
revenue and EBITDA margin contraction of more than 300 basis
points (bps).  Such an occurrence, while S&P views unlikely, could
be tied to more significant reimbursement pressures or inadequate
cost-containment efforts.

                           Upside scenario

A higher rating is unlikely given S&P's expectation that the
company will continue to operate with a highly leveraged financial
risk profile over the next few years.  However, S&P could raise
its rating if the company reduces and maintains leverage to below
5x. Lower leverage could be achieved through margin expansion of
about 300 bps.


NEWPAGE CORP: S&P Rates $750MM Sr. Secured Loan 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating, with a '3' recovery rating, to Miamisburg,
Ohio-based paper manufacturer NewPage Corp.'s proposed $750
million seven-year senior secured term loan.  The '3' recovery
rating indicates S&P's expectation that lenders would receive
meaningful (50%-70%) recovery of principal in the event of a
payment default.  S&P also placed the issue-level rating on
CreditWatch with negative implications, due to the possibility
that the rating and S&P's recovery analysis could be adversely
affected upon the consummation of NewPage's previously announced
agreement and plan of merger with Verso Paper Holdings LLC.

NewPage Corp. plans to enter into the new senior secured credit
facilities to repay its existing debt and fund a dividend to its
shareholders.

The new and existing ratings on NewPage reflect S&P's view that
following the proposed dividend recapitalization NewPage's
leverage will remain below 4x, supportive of S&P's "significant"
financial risk assessment and 'B+' corporate credit rating.  The
existing ratings remain on CreditWatch with negative implications
because a successfully completed acquisition of NewPage by Verso
Paper, as proposed in recent public filings, could result in a
lowering of the 'B+' corporate credit rating on NewPage by one or
two notches.

Ratings List

NewPage Corp.
Corporate Credit Rating                        B+/Watch Neg/--

NewPage Corp.
$750 mil seven-yr sr secd term ln              B+
  Recovery Rating                               3


OVERSEAS SHIPHOLDING: Expects $32MM Savings From Outsourcing Deal
-----------------------------------------------------------------
Overseas Shipholding Group, Inc. said certain of its subsidiaries
that own or charter-in 33 vessels in OSG's international flag
fleet intend to outsource certain management services, including,
but not limited to, the technical management, certain aspects of
commercial management and crew management of the Core
International Flag Fleet to V.Ships UK Limited, a third party ship
manager.

OSG expects significant reductions in costs, streamlining of
internal resources and increased vessel returns through the
contemplated outsourcing.  Savings from the outsourcing
arrangement are targeted at approximately $32 million on an
annualized basis once the outsourcing is fully implemented. OSG
anticipates that the outsourcing will be completed by
approximately June 30, 2014.

OSG expects to incur approximately $34 million in total one-time
expenses related to the transition to the outsourcing arrangement.
Of this estimated $34 million amount, approximately $21 million is
expected to be related to one-time employee transition and
termination benefits and similar transition and termination costs,
and approximately $13 million is expected to be related to one-
time set-up, wind-down and transition costs.

The outsourcing contract with V.Ships is subject to the approval
of the Bankruptcy Court.  OSG has filed court papers seeking
approval of the deal.  A hearing will be held February 3, 2014, on
the matter.

The Company's U.S. Flag business will continue with its current
strategy and will continue to be headquartered in Tampa, FL.
Customers, employees, vendors and others involved with OSG's U.S.
Flag business will see few, if any, changes.

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

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

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

                    About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Board OKs $6MM Transition Incentive Program
-----------------------------------------------------------------
Overseas Shipholding Group, Inc. said that on January 7, 2014, the
company's Board of Directors and the Compensation Committee of the
Board approved a transitional incentive program for certain non-
executive employees.

OSG has determined to restructure and streamline its international
operations by outsourcing certain management services of certain
vessels in OSG's Core International Flag Fleet.  To achieve this
restructuring, OSG requires the commitment of the employees whose
responsibilities will ultimately be outsourced or rendered
unnecessary by virtue of the outsourcing.

The Transition NEIP is a broad-based plan intended to offer
compensation incentives to substantially all of the non-executive
Transitional Employees (the "Eligible Employees") upon their
achievement of specific objectives (the "Objectives") related to
the operations and restructuring of OSG's international
operations.

OSG has specifically excluded executive officers and employees who
will remain with OSG's international operations from participation
in the Transition NEIP in order to reduce the overall cost of the
plan, and the outsourcing and restructuring does not involve OSG's
U.S. Flag operations.

For Eligible Employees most critical to the Objectives, the
annualized target award is 75% of base salary; in the next tier,
the annualized target award is 55% of base salary; the remaining
incentive tiers correspond to annualized target awards of 40%,
then 25% of base salary.

The total estimated cost of the incentive payments to be offered
under the Transition NEIP, assuming all Eligible Employees
participate and all of the Objectives are timely achieved, is
approximately $5 million.  The Transition NEIP also includes an
additional amount of approximately $1 million to be allocated
among Transition NEIP participants as needed based on personnel
attrition, assumption of additional responsibilities, or other
relevant events as determined by OSG and its affiliates.  On this
basis, the total estimated cost of the Transition NEIP is
approximately $6 million.

The Transition NEIP is subject to the approval of the Bankruptcy
Court.

                    About Overseas Shipholding

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

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

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

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


PLUG POWER: Offering $30 Million Worth of Common Stock
------------------------------------------------------
Plug Power Inc. has priced an underwritten registered offering of
10,000,000 shares of its common stock and accompanying warrants to
purchase 4,000,000 shares of its common stock.  The shares and the
warrants will be sold together in a fixed combination, with each
combination consisting of one share of common stock and 0.40 of a
warrant to purchase one share of common stock, at a price to the
public of $3.00 per fixed combination for gross proceeds of $30
million.  The securities were placed with a single investor.  The
warrants will have an exercise price of $4.00 per share, are
immediately exercisable and will expire on Jan. 15, 2019.

Cowen and Company, LLC, is acting as the sole underwriter for the
offering.

Net proceeds, after underwriting discounts and commissions and
other estimated fees and expenses payable by Plug Power, and
assuming the warrants are not exercised, will be approximately $28
million.

Plug Power intends to use the net proceeds of the offering for
working capital and other general corporate purposes including,
capital expenditures.

A copy of the Underwriting Agreement dated as of Jan. 10, 2014, by
and between Plug Power Inc. and Cowen and Company is available for
free at http://is.gd/n4rJX4

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


PLYGEM HOLDINGS: Investor Presentations Held
--------------------------------------------
Ply Gem Holdings, Inc., participated in lender presentations
associated with the marketing of a new $380 million senior secured
term loan facility expected to mature in 2021.  The materials used
during the presentations can be accessed under the "Events &
Presentations" header of the "Investor Relations" section of the
Company's Web site at www.plygem.com, a copy of which is available
for free at http://is.gd/2PmO1d

                           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.


QUANTUM FUEL: Iroquois, et al., to Sell 1.3-Mil. Common Shares
--------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed a Form
S-3 registration statement with the U.S. Securities and Exchange
Commission to register a total of 1,347,713 shares of common stock
for resale by Iroquois Master Fund, Ltd., Rockmore Investment
Master Fund Ltd., Richard Niemiec, et al.

The shares of common stock are issuable upon the exercise of
warrants, of which (i) 1,164,441 were issued in a private
placement transaction that the Company completed in three tranches
on June 22, 2012, June 28, 2012, and July 25, 2012, (ii) 134,998
were issued in a private placement transaction the Company
completed on Nov. 2, 2011, and (iii) 48,274 were issued in a
private placement transaction the Company completed on Oct. 27,
2006.

The Company is not selling any shares of common stock in this
offering and, therefore, will not receive any proceeds from this
offering.  If any of the warrants are exercised (excluding
warrants exercised on a cashless basis, if applicable), the
Company will receive the exercise price of the warrants.  The
Company will bear all of the expenses and fees incurred in
registering the shares offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Capital Market
under the symbol "QTWW."  The last reported sale price of the
Company's common stock on Jan. 9, 2014, was $7.52 per share.

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

                       http://is.gd/nLCvdX

                        About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $60.64 million in total assets,
$50.27 million in total liabilities and $10.36 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RADIOSHACK CORP: Appoints Retail Industry Veteran as CFO
--------------------------------------------------------
RadioShack Corporation appointed specialty retail industry veteran
John W. Feray as its new executive vice president and chief
financial officer effective Feb. 6, 2014.

Mr. Feray joins RadioShack from Dollar General Corporation, the
nation's largest small-box discount retailer with over 11,000
locations, where he has been senior vice president - Finance and
Strategy since 2008 under both private equity ownership and as a
public company.  With responsibility for financial planning and
analysis, long-term strategic planning, real estate market
planning and operational improvement activities, he has been a key
contributor to Dollar General's growth.  He also played an
integral role in the development of the Dollar General strategies
for their successful return to the public markets in 2009.

Joseph C. Magnacca, chief executive officer, said, "We are
extremely pleased to have a finance professional with John's
experience join us as we move forward with our turnaround plan.
John worked as a key member of the finance team that was
responsible for the significant financial improvement at Dollar
General, and has the strong operational orientation needed to
contribute to our strategic efforts.  We will benefit from his
leadership and insight as we look to increase our operational
efficiency and re-build the business in 2014 and beyond."

Mr. Feray said, "I look forward to working with Joe and the entire
RadioShack team on the transformation of this iconic American
retailer.  I believe my experience at Dollar General is directly
applicable to RadioShack and I am delighted to have the
opportunity to help the Company accomplish the turnaround plan
that is underway."

Prior to joining Dollar General, Mr. Feray served as senior vice
president and chief financial officer of First American Payment
Systems.  Before that he spent several years as senior vice
president and chief financial officer of Haggar Corporation, the
menswear manufacturer and retailer.  During his tenure, he oversaw
Haggar's transition from a public to a privately owned enterprise.
He has an extensive background in financial management which began
at Arthur Andersen where he served as an audit manager.  Mr. Feray
is a graduate of Sam Houston State University and a Certified
Public Accountant.

Mr. Feray is the latest addition to the Company's new leadership
team, which over the last year, has included a new chief marketing
officer and chief merchandising officer as well as senior vice
presidents of Store Concepts, Franchise, Global Sourcing, and
Inventory Planning and Allocation.

RadioShack's Interim CFO Holly Etlin will continue to work with
the Company as a member of the AlixPartners team advising the
company on its operational turnaround.

In connection with Mr. Feray's appointment as executive vice
president, chief financial officer of the Company, he will receive
the following:

      Base Salary $550,000 per year

      Sign-On Bonus     $450,000 paid within two weeks of start
                        date

      Restricted Stock  250,000

      Stock Options     600,000

Additional information is available for free at:

                        http://is.gd/nThDNk

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


REGAL FOREST: Fitch Assigns BB- Local Curr. Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Regal Forest
Holding Co. Ltd (RFH or Grupo Unicomer):

-- Local currency Issuer Default Rating (IDR) 'BB-';
-- Foreign currency IDR 'BB-';
-- Proposed up to USD300 million senior unsecured notes due up to
    2024 'BB-(exp)'.

The Rating Outlook is Stable.

The ratings reflect the company's leading business position in
most of the 16 countries in Central America and the Caribbean and
in two countries in South America, where the company has presence,
through 827 units with 13 different store brands that sell
consumer durable products.  The ratings incorporate Grupo
Unicomer's track record of stable operational results based on a
business model that targets low-income to middle-income segments,
which represent the majority of population in countries where the
company operates, through several retail formats.  The ratings
consider the support and solid financial position of its
shareholders Milady Group (Milady) from El Salvador and El Puerto
de Liverpool (Liverpool) from Mexico (rated 'AAA(mex)').

Supporting the ratings is the company's positive cash generation
throughout the business cycle.

Grupo Unicomer's ratings are constrained by the company's growth
strategy through acquisitions, which has resulted in about
USD216.5 million of working capital and USD94.8 million of Capex
investments during the past 4.5 years.  Ratings also factor in the
credit risk exposure from its consumer finance business model with
around 38% overdue accounts receivable as of Sept. 30, 2013 (past
due accounts for 90 days or more were 5.4%); this risk is
mitigated somehow by the company's track record of its collection
procedures and the portfolio yield strategies.

The Stable Outlook incorporates the view that Grupo Unicomer's
credit profile will remain stable in the medium term.  Adjusted
debt to EBITDAR is expected to remain stable at approximately 4.0
times (x) in the following years, absent additional acquisitions,
in addition to stable portfolio credit quality.

Key Rating Drivers:

Geographic and Format Diversification Supports Predictable Results

Grupo Unicomer's business model provides important integration and
synergies among its retail division through a purchasing and
logistic company that allows the company to be an efficient
operator in many countries and having a competitive advantage in
small territories such as those in the Caribbean through ownership
or long term leases of prime spots in the islands.  Geographic
diversification allows the company to have a diverse revenue base
due to different dynamics in each of the countries where RFH has
presence.  Different sources of revenue through product sales,
extended warranties, consumer finance, and insurance products
provide stability along with the wide array of products that the
company offers (electronics, motorcycles, furniture, eyewear,
etc.)

Growing Business - 2014 Revenue Growth Expected Around 17.5%

The company's operations have maintained a growing trend, with
consolidated revenues of USD1.4 billion as of Sept. 30, 2013,
representing a compound annual growth rate (CAGR) of 25.7% in the
2010-2013 period.  Fitch expects that the company will continue
benefiting from positive demand trends in discretionary products
in the markets where it operates.  During fiscal year ended 2014,
Fitch projects the company's revenues will grow by approximately
17.5% due to the full year consolidation of recently acquired
Gollo in Costa Rica, which only contributed 6.5 months during the
fiscal year ended in March 2013.  Fitch expects consolidated
EBITDAR margin will range between 16% and 17% as a result of
Gollo's full year incorporation.

Grupo Unicomer's Shareholders' Solid Position and Positive FFO and
CFO provide Financial Strength

The ratings consider the support and solid financial position of
its shareholders Milday (50%) and Liverpool (50%) with proven
track record in retail since 1847.  Milady's Portfolio includes
department store chains and all Inditex's franchises in Central
America. Liverpool, a department store with 101 units and 21
shopping malls in Mexico had USD5.6 billion in total revenues in
the last 12 months (LTM) ended in September 2013 with USD1.0
billion of EBITDAR in the same period.  Total assets were USD7.0
billion with USD4.0 billion in equity. Total adjusted debt/EBITDAR
of 1.3x LTM ended in September 2013.

The ratings incorporate Grupo Unicomer's positive FFO and CFO
generated throughout the business cycles.  The company's cash flow
is supported by its profitability and cost controls. Historically,
CFO has been sufficient to fund capex and dividend payments;
acquisitions of retail chains in Central and South America and the
Caribbean have been financed mostly with debt.  In 2010 and 2006,
the company received equity injections of USD109 million and USD35
million, respectively, which was used to strengthen RFH financial
position.

Aggressive Growth Strategy Through Acquisitions

Historically, Grupo Unicomer has grown through acquisitions; it
started in 2000 with the acquisition of Dutch Group CETECO's
Central America operations, La Curacao and Tropigas; in 2006 Regal
acquired Courts Plc's Caribbean operations.  In 2011, the company
acquired Artefacta in Ecuador and in 2012 Gollo in Costa Rica.
This growth resulted in about USD253.1 million of working capital
and USD103.3 million of Capex investments since year-end 2010.
This situation of rapid growth constrains the ratings, given that
it has been financed mostly with debt, although the shareholders
contributed USD109 million in equity in 2010.  Total lease
adjusted debt to EBITDAR (EBITDA including operating leases) was
4.2x in last 12 months (LTM) ended Sept. 30, 2013; at the end of
fiscal year (FY) ended March 2013, 2012, 2011 and 2010 were 4.6x,
3.8x, 3.5x, and 5.0x, respectively.

Negative Free Cash Flow (FCF) in Past Two Years

The company has recorded negative FCF during the past two years,
due to the deployment of its expansion strategy.  RFH generated
negative FCF of approximately USD7.2 million and USD32.1 million
in fiscal years ended March 2013 and March 2012, respectively.
This was the result of the integration of the recently acquired
operations which required working capital and capex investments.
Fitch's calculation of FCF considers cash flow from operations
less capital expenditures less distributed dividends.  FCF is
expected to turn positive or remain slightly negative during 2014-
2015, once the new operations are fully integrated.  The company's
capital expenditures plan during the next two years is expected to
reach annual levels of around USD39 million.  Distributed
dividends are estimated to be USD10 million in 2014 and 25% of
previous year's net profit for the following years.

Consumer Finance: Moderate Level of Overdue Accounts Offset by
Financial Spread

Grupo Unicomer's ratings factor in the credit risk inherent to its
consumer finance business model.  At Sept. 30, 2013, the company's
portfolio had an average of 36.4% of overdue (balance) accounts
compared to 34.5%, 38.3% and 41.1% at the end of fiscal year at
March 2012, 2011 and 2010, respectively.  This risk is partially
mitigated by the company's efficient collections program and the
track record of its portfolio yield.  The company's past due
accounts for 90 days or more were 5.4% as of Sept. 30, 2013 and
4.8% and 4.9%, during fiscal years ended in March 2013 and 2012
respectively; during the financial crisis period (2009-2010) this
ratio increased to 6.4%, which Fitch considers manageable.  The
company's uncollectable reserves policy is based on a Roll Rate
methodology, which predicts losses based on delinquency.  The Roll
Rate method measures the percentage of dollars that 'roll'
historically from one range of delinquency to the next. At Sept.
30, 2013, the total reserves to +90 days past due balance was
0.86x.

Grupo Unicomer's commercial strategy considers a financial spread
sufficient to cover credit risks associated to the portfolio.
During the fiscal years ended at March 2013, 2012, 2011 and 2010
the portfolio yield after deducting uncollectable expenses and
write offs was around 42.2%, 41.7%, 41.7% and 38.8%, respectively,
and as of Sept. 30, 2013 it was 41.7%.

Rating Sensitivity:

Positive Rating Actions: Grupo Unicomer's ratings could be
positively affected by significant improvement - above
expectations already incorporated - in its positive cash flow
generation, leverage and liquidity metrics.

Negative Rating Actions: A negative rating action could result
from some combination of the following factors: significant
deterioration in the credit quality of the company's consumer
finance business, lower cash flow generation (EBITDA); and/or debt
associated with acquisition activity.


RICEBRAN TECHNOLOGIES: Closes Exercise Over-Allotment Option
------------------------------------------------------------
RiceBran Technologies announced the closing of the exercise of the
over-allotment option granted to the underwriters in connection
with the public offering which closed Dec. 18, 2013.

In connection with that offering, the underwriters were granted an
over-allotment option to purchase shares of the Company's common
stock at the public offering price of $5.24 per share and warrants
to purchase shares of the Company's common stock at the public
offering price of $0.01 per share.  On Jan. 8, 2014, the
underwriters exercised the over-allotment option by purchasing
162,586 shares of the Company's common stock and warrants to
purchase 162,586 shares of common stock for approximately $0.9
million, bringing the total gross proceeds of the offering to
approximately $9.9 million.

The Company used $3,000,000 of the net proceeds from the initial
offering to increase capital and support expansion of its
Brazilian rice bran bio-refining operations and an additional
$2,000,000 of the net proceeds of the initial offering to complete
the previously announced acquisition of H&N Distribution, Inc.,
which closed on Jan. 2, 2014.  Funds raised from the exercise of
the overallotment will be used for general working capital
purposes.

Maxim Group LLC acted as the Sole Book Running Manager and Chardan
Capital Markets, LLC, and Dawson James Securities, Inc., acted as
Co-Managers in the offering.  The Company's Common Stock and
Warrants are listed on the NASDAQ Capital Market under the symbols
"RIBT" and "RIBTW" respectively.

A registration statement relating to the common stock and warrants
was declared effective by the Securities and Exchange Commission
on Dec. 12, 2013.

This offering was made by means of prospectus, copies of which may
be obtained from Maxim Group LLC at 405 Lexington Ave, New York,
New York 10174, (800) 724-0761.

                          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'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: Wins Final Approval to Pay $2.2MM to Suppliers
----------------------------------------------------------------
RIH Acquisitions NJ, LLC won final approval from U.S. Bankruptcy
Judge Gloria Burns to pay the pre-bankruptcy claims of its key
suppliers.

The final order authorizes the company to earmark as much as
$2.2 million to pay suppliers whose goods and services are
considered "critical" to its operations.

The suppliers are required to enter into an agreement with RIH
Acquisitions to provide "reasonable and customary price, service,
quality and payment terms" before they receive payment from the
company.

Last year, RIH Acquisitions obtained interim approval to set aside
$1.2 million to pay the claims of its suppliers.

                       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, 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.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.


RIH ACQUISITIONS: Wins Final Approval to Obtain $15-Mil. DIP Loan
-----------------------------------------------------------------
RIH Acquisitions NJ, LLC, obtained final approval from U.S.
Bankruptcy Judge Gloria Burns to obtain financing from Northlight
Trust I.

The final order authorizes the company to avail of $15 million
loan from Northlight, a Delaware trust and an affiliate of
Northlight Financial LLC.  RIH Propco NJ, LLC will guaranty the
company's obligations in connection with the loan.

RIH Acquisitions also received the green light from the bankruptcy
judge to use Northlight's cash collateral.

The company will use the loan and cash collateral to fund the
operation of its business, pay for working capital needs and to
pay administrative expenses of its bankruptcy case.

As security for the loan, Northlight will be granted "first-
priority lien" on RIH Acquisitions' unencumbered property.
Moreover, RIH Acquisitions' obligations will constitute allowed
administrative expense claims against the company.

                      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, 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.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.


RIH ACQUISITIONS: Wins Court Approval of Deal With Unite Here
-------------------------------------------------------------
RIH Acquisitions NJ, LLC, won court approval of an agreement it
made with Unite Here Local 54 to end their dispute tied to the
sale of the company's assets to its rivals.

The company recently sold its real estate to competitor Caesars
Entertainment Operating Co. Inc. for $15 million, and its slot
machines to Tropicana Atlantic City Corp., owner of a competing
casino, for $8.4 million.  The U.S. Bankruptcy Court in Camden,
New Jersey, approved the sale on Dec. 26.

Under the deal, RIH Acquisitions agreed to pay the health and
welfare contribution to the Unite Here Health Fund owed for the
bargaining unit employees for the period Jan. 1 to 31, 2014.  The
payment will be made prior to the closing on the sale.

Each bargaining unit employee will also receive $1,500 from RIH
Acquisitions as a severance payment before the closing on the
sale.  A copy of the agreement can be accessed for free at
http://is.gd/gc5ulP

Unite Here Local is represented by Regina Hertzig, Esq. --
rhertzig@cjtlaw.org -- Cleary, Josem & Trigiani LLP, in
Philadelphia, Pennsylvania.

                      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, 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.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.


ROSETTA GENOMICS: Inks Services Pact with Major Biopharma Company
-----------------------------------------------------------------
Rosetta Genomics Ltd. has signed a master service provider
agreement with an undisclosed major global biopharmaceutical
company, under which, Rosetta will provide its microRNA profiling
and other services pursuant to a collaboration in important areas
of unmet medical need utilizing a novel therapeutic approach.

"We are delighted to be using our cutting-edge microRNA expertise
and capabilities to assist one of the world's leading
biopharmaceutical companies to advance their research and
development efforts on this important, novel therapeutic
approach," stated Kenneth A. Berlin, president and chief executive
officer of Rosetta Genomics.  "In addition to our current cancer
testing services and new products from our own, internal research
and development initiatives, collaborations such as these
represent our third major platform for revenue growth.  Moving
forward, we expect to enter into additional similar agreements as
we seek to monetize our leading microRNA platform and expertise."

                          About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  As of June 30, 2013, the Company
had $30.28 million in total assets, $2.34 million in total
liabilities and $27.93 million in total shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


S.D. WALKER: Files for Chapter 11 in New Jersey
-----------------------------------------------
S.D. Walker, Inc., filed a bare-bones Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 14-10685) in Trenton, New Jersey,
on Jan. 15, 2014.

Judge Kathryn C. Ferguson is assigned to the case.

Cream Ridge, New Jersey-based S.D. Walker estimated $10 million
to $50 million in assets, and $1 million to $10 million in
liabilities.

According to the docket, the Debtor's exclusive right to file a
plan expires May 15, 2014.

The Debtor is represented by Bruce J. Duke, Esq., at Bruce J.
Duke, LLC, in Mt. Laurel, New Jersey.


S.D. WALKER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: S.D. Walker, Inc.
        720 Monmouth Road
        Cream Ridge, NJ 08514

Case No.: 14-10685

Chapter 11 Petition Date: January 15, 2014

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

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Bruce J. Duke, Esq.
                  BRUCE J. DUKE, LLC
                  4201 Grenwich Lane
                  Mt. Laurel, NJ 08054
                  Tel: (856) 701-0555
                  Fax: (609) 784-7823
                  Email: bruceduke@comcast.net

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven D. Catalano, president.

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


SALON MEDIA: Annual Stockholders' Meeting Set on March 13
---------------------------------------------------------
Salon Media Group, Inc., has set March 13, 2014, as the date of
its annual meeting of stockholders and the close of business on
Feb. 7, 2014, as the record date for determining stockholders
entitled to receive notice of and to vote at the annual meeting.

Because the Company did not hold an annual meeting in 2013, the
Company informed its stockholders of deadlines for the submission
of stockholder proposals and director nominees for consideration
at the Annual Meeting.  Proposals by stockholders and submissions
by stockholders of director nominees for consideration at the
Annual Meeting should be submitted in writing to the Company's
Corporate Secretary at: Salon Media Group, Inc., Attn: Corporate
Secretary, 870 Market Street, Room 528, San Francisco, CA 94102.
For all proposals and nominations by stockholders to be timely,
regardless of whether the proposals or nominations are intended
for inclusion in the proxy statement for the Annual Meeting, a
stockholder's notice must be delivered to, or mailed and received
by, the Company's Corporate Secretary on or before the Company's
close of business on Jan. 20, 2014.  Any stockholder proposal or
director nomination delivered or received after the close of
business on Jan. 20, 2014, will be untimely and will not be
brought before the annual meeting.  Proposals by stockholders and
submissions by stockholders of director nominees must also comply
with the procedures set forth in the Company's Bylaws and, if
intended for inclusion in the proxy statement, all applicable
rules and regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

For the 12 months ended March 31, 2013, the Company had a net loss
of $3.93 million on $3.64 million of net revenues, as compared
with a net loss of $4.09 million on $3.47 million of net revenues
for the same period a year ago.  The Company's balance sheet at
Sept. 30, 2013, showed $1.76 million in total assets, $3.80
million in total liabilities and a $2.03 million total
stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SANTEON GROUP: To Cease Making Periodic SEC Filings
---------------------------------------------------
Santeon Group Inc. decided to file a Form 15 with the U.S.
Securities and Exchange Commission and cease making periodic SEC
filings.  The Company is eligible to deregister its stock because
it has fewer than 300 shareholders of record.  The Company filed
the Form 15 with the SEC to voluntarily suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended.
As a result of the filing of Form 15, the Company's obligation to
file certain reports and forms with the SEC, including Forms 10-K,
10-Q and 8-K, will be suspended immediately.  Contemporaneously
with the filing of Form 15, the Company filed a post-effective
amendment to withdraw its S-8 Registration Statement filed in
April 2013.  The Company filed the registration statement to
register 185,318 shares of Company Common Stock, par value $0.001
per share, pursuant to the Santeon Group Inc. 2012 Employee
Incentive Stock Option Plan, Ahmed Sidky Employment Agreement,
Ashraf M. Rofail Employment Agreement, Mark Guirgis Professional
Services Agreement, Thomas H. Tillman Compensation Agreement and
Individual Stock Option Agreements.

Santeon's decision to exercise its right to cease making public
filings was made by the Company's Board of Directors after careful
consideration of the costs and benefits of making voluntary SEC
filings.  The Company's Board concluded that the Company's small
market capitalization, low trading volume, direct and indirect
costs associated with preparing the Company's periodic reports
with the SEC and the accounting, audit, legal and other costs
associated with being a public company outweigh the benefits of
continuing to file these reports.  It is the Company's intention
to invest the savings achieved by ceasing to make SEC filings back
into growing the business of the Company.

The Company intends to continue to have its financial statements
audited annually by an independent accounting firm and to
communicate with its shareholders through its Web site and
periodic press releases.

                        About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

Santeon Group posted net income of $185,815 in 2012 as compared
with a net loss of $475,333 in 2011.  The Company's balance sheet
at Sept. 30, 2013, showed $1.19 million in total assets, $882,680
in total liabilities and $310,031 in total stockholders' equity.

                           *     *     *

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


SCOTTSDALE VENETIAN: Wins Plan Exclusivity Through Feb. 17
----------------------------------------------------------
At the behest of Scottsdale Venetian Village, LLC, Bankruptcy
Judge George B. Nielsen said the period within which the Debtor
has the exclusive right to file a plan of reorganization, and to
solicit votes in support of such a plan of reorganization, is
extended, pursuant to 11 U.S.C. Sec. 1121(d), through Feb. 17,
2014.  No party in interest, other than the Debtor, may file a
plan in the bankruptcy case within the exclusivity period, as
extended.

As reported by the Troubled Company Reporter on Dec. 9, 2013,
Scottsdale Venetian Village has found a buyer for its interests in
the Days Hotel in Scottsdale, Arizona, and is slated to seek
approval of the disclosures with respect to its proposed
bankruptcy-exit plan in January.  The Debtor has been marketing
its interests in its hotel property but buyers have been turned
off because the hotel sits on leased land.  The owner of the land
made it clear on numerous occasions that the land was not for
sale.

According to the Third Amended Disclosure Statement dated Nov. 21,
2013,, it appears as though the Debtor has been able to reach
agreement with the buyer, whose identity has not been revealed.
The buyer, according to the Debtor, already owns and operates
hotels in the Midwest, and is willing to purchase the Debtor's
interests in the property, subject to the land lease.  After
substantial negotiations, an agreement is being documented with a
party that is interested in acquiring all of the equity interests
in the Debtor from Perez Holdings.  As soon as the purchase
agreement is signed, the Debtor will file a copy with the
bankruptcy court for incorporation into the reorganization plan.

The Debtor was slated to seek approval of the disclosure statement
explaining the Third Amended Plan at a hearing on Jan. 9, 2014.

Although the purchase agreement is still being finalized, the
Debtor has said in court papers the financial terms have been
agreed upon.  The buyer will manage the Debtor's property for a
limited time under an interim management agreement approved by the
Court.  This interim period is the buyer's due diligence period.
The buyer can walk away prior to the conclusion of the due
diligence period for any reason. However, if the buyer does not
walk away, the sale is due to close within approximately 30 days
of the entry of a final order confirming the Debtor's Plan.  The
Buyer has a right to approve the terms of the Plan before
confirmation.  If consummated, upon closing, the buyer would
receive 100% of the equity interests in the Debtor in exchange for
a promissory note in the amount of $1,000,000 executed in favor of
Perez Holdings.  The buyer would also deposit in a joint account
in the name of the buyer and the Debtor, $500,000 to be used by
the Debtor to deal with claims, such as administrative and
priority claims, as well as allowing the Debtor to offer discounts
for cash to those with allowed claims.  In addition, the buyer
would deposit in an account in the Debtor's name (this assumes the
buyer has closed on its purchase and is now in control of the
Reorganized Debtor) an additional $900,000 as additional financial
resources to provide further assurance of the financial capability
to meet business operating needs and Plan obligations post
confirmation.  In the event that the buyer fails to make the
payment due to Perez Holdings under its promissory note, the
purchase agreement provides Perez Holdings the ability to
foreclose upon, and regain, the equity interests in the Debtor.

The purchase agreement includes a 60-day due diligence period that
will commence upon execution of the purchase agreement.  The
parties anticipate that, immediately upon the execution of the
purchase agreement, the buyer will assume interim management of
the property.  Pursuant to the interim management agreement, the
buyer will operate the hotel and restaurant, but will not have
authority to take any material action with respect to the property
without the consent of the Debtor's current manager.

The Third Amended Plan proposes to treat claims and interests as
follows:

   -- First National Bank of Hutchinson will receive full payment
with interest in the form of a promissory note that will mature
and become fully due and payable on the 12th anniversary of the
effective date of the Plan.

   -- Maricopa County's secured claims will be paid in full in
installments.  If Maricopa County votes in favor of the Plan, it
will receive a cash payment of $5,000 on the Effective Date that
will be applied to outstanding real property taxes, with the
balance to be paid in installments.

   -- Holders of allowed unsecured claims will be paid in full,
with interest, in equal quarterly installments commencing on the
Effective Date and concluding on the eight anniversary of the
Effective Date.

   -- With respect to equity, if the purchase agreement is not
consummated, the current interest holder(s) will retain their
equity interests.  If the purchase agreement is consummated, the
buyer will own all of the equity interests in the Reorganized
Debtor.

A copy of the Third Amended Disclosure Statement dated Nov. 21,
2013, is available for free at:

  http://bankrupt.com/misc/Scottsdale_Ven_3rd_Am_Plan_Outline.pdf

                      About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The Company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.


SECUREALERT INC: Had $18.9 Million Net Loss in Fiscal 2013
----------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to SecureAlert common stockholders of $18.95 million
on $15.64 million of total revenues for the year ended Sept. 30,
2013, as compared with a net loss attributable to SecureAlert
common stockholders of $19.93 million on $13.11 million of total
revenues during the prior fiscal year.

As of Sept. 30, 2013, the Company had $26.69 million in total
assets, $2.73 million in total liabilities and $23.96 million in
total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The independent
auditors noted that the Company has incurred losses, negative cash
flows from operating activities, notes payable in default and has
an accumulated deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/rOcBKP

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.


SEGA BIOFUELS: Wants Control of Case Until March 10
---------------------------------------------------
SEGA Biofuels LLC will appear before the Bankruptcy Court in
Waycross, Georgia, on Feb. 27, 2014, at 10:30 a.m. for a hearing
on its request for an extension of the exclusive periods to file a
Chapter 11 exit plan.  SEGA Biofuel said it is actively working
with its major creditors to formulate a plan of reorganization.

SEGA Biofuel wants the period of exclusivity for filing a Plan and
Disclosure Statement be extended for 60 days, through and
including March 10, 2014.  Its exclusivity period was set to
expire Jan. 8, 2014.  The Debtor filed the request for extension
on the same day.

SEGA Biofuels said the Court has authority to grant its motion
pursuant to 11 U.S.C. Sec. 1121(d) and other applicable law as the
request was filed prior to the expiration of the exclusivity
period.

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

The Debtor is represented by:

     McCALLAR LAW FIRM
     C. James McCallar, Jr., Esq.
     Tiffany E. Caron, Esq.
     P.O. Box 9026
     Savannah, GA 31412
     Tel: (912) 234-1215
     Fax: (912) 236-7549

The United States Trustee informed the Bankruptcy Court that an
official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the case.  The U.S. Trustee has been unable to
solicit sufficient interest in serving on the Committee,
to appoint a proper Committee.


SEQUENOM INC: Posts $162 Million of Total Revenue in 2013
---------------------------------------------------------
Sequenom, Inc., announced preliminary highlights of the Company's
2013 performance, accomplishments and outlined key corporate
objectives for 2014.

Preliminary 2013 Performance Results (unaudited)

   * Total revenue of approximately $162 million, showing growth
     of approximately 81 percent year-over-year for 2013

   * Diagnostic services revenues of approximately $120 million,
     as compared to $46.5 million in 2012.  Diagnostic services
     revenues continue to be recorded primarily as cash is
     received

   * High margin stable revenue in the Sequenom Bioscience
     business of over $42 million

   * Total cash, cash equivalents and marketable securities as of
     Dec. 31, 2013, were approximately $71 million

   * Cash burn was reduced to approximately $14 million for the
     fourth quarter of 2013

   * Unrecorded diagnostic accounts receivable are estimated to be
     $46 to $51 million as of Dec. 31, 2013

Recent Key Accomplishments

    * More than 185,000 total commercial prenatal and retinal
      diagnostic test samples were accessioned during 2013, as
      compared to 92,000 in 2012

    * Strong increases achieved in the adoption rate and sales of
      Sequenom Laboratories' MaterniT21 PLUSTM laboratory-
      developed test (LDT):

       * Approximately 148,500 MaterniT21 PLUS test high-risk
         commercial samples were accessioned in 2013, 140 percent
         more than in 2012; 93 percent of accessions were from
         U.S. patients

       * MaterniT21 PLUS Enhanced Sequencing Series introduced in
         Q4 2013

       * Approximately 113 million lives now under coverage with a
         growing number of payor contracts, including 2 national
         payors

       * Receiving reimbursement as an out-of-network laboratory
         from remaining large commercial payors

       * Medicaid volume was reduced to 14 percent of accessions
         in Q4 2013 from 25 percent in Q1 2013; eight state
         Medicaid payors are now reimbursing

       * Laboratory location in North Carolina fully operational
         and currently performing approximately one third of
         MaterniT21 PLUS tests

      Mayo Clinic and Sequenom Laboratories partnered to
      provide access to the MaterniT21 PLUS LDT to the
      physicians and their patients in the Mayo Clinic network

    * Massively parallel sequencing (MPS) patent issued in Europe,
      further strengthening Sequenom's prenatal diagnostic patent
      portfolio

"We overcame many significant challenges in 2013, including the
coding changes that resulted in delays or reduced reimbursement by
many payors, particularly state Medicaid programs.  As we move
into 2014, we continue to lead the industry in expanding the use
of and reimbursement for noninvasive prenatal testing (NIPT), and
continue to work with payors to gain coverage for our tests," said
Harry F. Hixson, Jr., Ph.D., Chairman and CEO of Sequenom.  "We
have set high goals for 2014, and we expect to achieve these goals
to continue to build value for our shareholders and maintain our
leadership position in NIPT."

Key Objectives for 2014

The Company has established its primary financial and R&D
objectives for 2014 to include:

   * Achieve quarterly break-even and positive cash flow in Q4
     2014

   * Expand the NIPT menu with the development of a low cost test
     on an alternative platform by year-end, which the Company
     expect will facilitate international access and potential
     future entry into the low-risk market

On Jan. 16, 2014, at 2:00 pm PT (5:00 pm ET), Harry F. Hixson,
Jr., Ph.D., William Welch, president and COO, and Paul V. Maier,
CFO, presented an overview of and update on the Company at the JP
Morgan 32nd Annual Healthcare Conference in San Francisco, CA.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SILGAN HOLDINGS: Moody's Assigns Ba1 Rating to Sr. Sec. Revolver
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
senior secured revolver and term loans of Silgan Holdings Inc.
The company's Ba1 Corporate Family and Ba1-PD Probability of
default ratings remain unchanged.  The rating outlook is stable.
The proceeds of the new facilities will be used to refinance the
existing term loans and revolver.  The transaction is leverage
neutral.

Moody's assigned the following ratings for Silgan Holdings Inc.:

-- Assigned $1,000 million senior secured multicurrency revolver
    due January 2019, Ba1 (LGD3, 38%);

-- Assigned $365 million senior secured term loan A due January
    2020, Ba1(LGD3, 38%);

-- Assigned C$70 million senior secured term loan A due January
    2020, Ba1(LGD3, 38%);

-- Assigned EUR220 million senior secured term loan A due January
    2020, Ba1(LGD3, 38%)

The following rating actions are unchanged:

-- $800 million senior secured multicurrency credit facility due
    July 28, 2016, Ba1 (to LGD3, 38% from LGD3, 33%) (to be
    withdrawn at the close of the transaction);

-- $520 million senior secured term loan A due July 2017, Ba1 (to
    LGD3, 38% from LGD3, 33%) (to be withdrawn at the close of
    the transaction);

-- C$81 million senior secured term loan A due July 2017,
    Ba1(LGD3, 38% from LGD3, 33%) (to be withdrawn at the close
    of the transaction)

-- EUR350 million senior secured term loan A due July 2017,
    Ba1(LGD3, 38% from LGD3, 33%) (to be withdrawn at the close of
    the transaction)

-- Ba1 Corporate Family Rating

-- Ba1-PD Probability of Default Rating

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The Ba1 Corporate Family Rating reflects the consolidated industry
structure in the company's metals segment (food can and closures)
and strong market shares and contract structures in food cans.
The rating also reflects the significant onsite presence with
customers in the food can segment and the significant percentage
of custom products in the plastics segment.  The company remains
focused on cost cutting and productivity and is expanding into
higher growth markets.  Silgan also maintains good liquidity.

The Corporate Family Rating is constrained by the company's
acquisitiveness, primarily commoditized product line and
concentration of sales.  The rating is also constrained by the low
growth in the food can market and the potential for increased
business, operating and ratings risk over time due to the
company's acquisition strategy.  Contract terms in the plastic
vacuum closures and plastics segments have relatively weaker terms
than the food can segment (including a lack of cost pass-throughs
for costs other than raw materials) and resin prices have been
volatile historically.  Moreover, the industry structures for both
plastic segments are fragmented with significant competitive
pressures.

Silgan's leverage is high for the rating category and a failure to
reduce it would pressure ratings.  Additionally, continued
acquisitions that alter the company's business and operating
profile or significant debt financed acquisitions may also prompt
a downgrade.  The ratings could also be downgraded if there is
deterioration in the operating and competitive environment,
deterioration in credit metrics and/or change in financial
policies to the detriment of debt holders.  Specifically, the
ratings could be downgraded if adjusted debt to EBITDA remains
above 3.5 times, free cash flow to debt remains below 9.5%, EBIT
to interest expense declines to below 4.0 times, and/or the EBIT
margin remains below 9.5%.

The rating could be upgraded if Silgan commits to investment grade
financial policies and sustainably improves credit metrics within
the context of continued stability in the operating and
competitive environment.  Specifically, the ratings could be
upgraded if the EBIT margin improves to the mid-teens, debt to
EBITDA improves to below 2.8 times, EBIT to interest expense
improves to over 4.5 times, and free cash flow to debt improves to
the mid teens.


SILGAN HOLDINGS: S&P Affirms 'BB+' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned its senior secured
debt rating of 'BBB-' and recovery rating of '2' to Silgan
Holdings Inc.'s $1.7 billion senior secured credit facilities.

The credit facilities consist of a US$1 billion multicurrency
revolving credit facility due 2019, a EUR220 million Euro term A
bank loan due 2020, a US$365 million U.S. term A bank loan due
2020, and a C$70 million Canadian term A bank loan 2020.  The '2'
recovery rating indicates S&P's expectation of substantial (70% to
90%) recovery in the event of a payment default.

At the same time, S&P is affirming its 'BB+' corporate credit and
all other existing ratings on Silgan Holdings Inc.  The outlook is
stable.

"We regard Silgan Holdings' business risk profile as
'satisfactory' and its financial risk profile as 'significant' as
defined in our criteria," said Standard & Poor's credit analyst
Liley Mehta.

With annual revenues of $3.7 billion, Silgan's business mix is
about 64% metal food cans, 19% metal and plastic closures, and 17%
plastic containers.  Silgan is the largest producer of metal food
cans in North America, with an estimated 50% share of market
volume, and has relatively stable end markets.  The company
produces about 90% of its metal container output under long-term
supply contracts with pass through of raw material costs, which
should continue to provide significant protection against volatile
raw material prices.  Nevertheless, the mature metal can industry
is competitive and subject to seasonal variations in food
production and consumer buying habits, as well as substitution
risk.

The outlook is stable.  Silgan's relatively steady profitability
and consistent free cash generation support credit quality.  While
Silgan has demonstrated a willingness to use leverage for
strategic opportunities, S&P expects the company to maintain
credit measures in the appropriate range.

S&P could lower the rating if earnings fail to improve or if
sizable acquisitions result in a further deterioration in credit
measures from appropriate levels; specifically, if funds from
operations (FFO) to total debt declines to less than 15% with no
clear prospects for recovery.  S&P thinks this could occur if
revenue declines were in the high-single-digit percent area and
EBITDA margins declined by more than 400 basis points.

S&P could raise the rating if improved earnings coupled with
strong cash flow generation support better credit measures, with
FFO to adjusted total debt reaching and remaining at about 30%
over the business cycle.  In such a scenario, a gradual
improvement in the economy would result in revenue growth of 5%
and an improvement of 50 basis points in operating margins from
current levels.  However, if S&P was to consider raising the
ratings, it would have to conclude that Silgan would place a
higher priority on preserving strong credit protection measures
than on near-term growth objectives or shareholder.


SOUTH FLORIDA SOD: Property to Be Auctioned Off Feb. 13
-------------------------------------------------------
The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida approved South Florida Sod Inc.'s
amended motion for authority to sell property of the estate
through a public auction.

The Court directed the Debtor to conduct an auction of the
property at 5771 acres located in North Port, Florida, Sarasota
County, on Feb. 13, 2014.

The Debtor, in its amended motion, said the sale of the property
would (i) satisfy secured claims held by Orange Hammock Ranch,
LLC, and Wauchula State Bank against the property; and (ii)
generate cash with which to fund a plan of reorganization.

The auction will be conducted live from the property.  South
Florida Sod has sought and obtained authorization from the
Bankruptcy Court to employ National Auction Group, Inc., as
auctioneer and real estate broker to sell the property.

NAG will offer telephone bidding and internet bidding.
Immediately after the auction, all successful bidders will be
required to sign a purchase and sale agreement and submit an
earnest money deposit equal to 15 percent of the total purchase
price.

The property will be offered in tracts and as a whole.  However,
no sale of less than all of the Property may close unless there
are sufficient closings of tracts to pay the OHR Claim in full.

The Debtor and parties-in-interest had objected to principal OHR's
motion to determine (A) the maximum allowed amount of its secured
claim, (b) its resulting credit bid at the auction of real
property in Sarasota County, Florida, (C) the payoff amount at the
closing of any sale, and (D) if applicable, the amount of its
post-auction secured and unsecured claims.

According to the Debtor, OHR has stated that "in the event that
the high bid amount is less than the amount of the petition date
claim, OHR will hold an allowed secured claim equal to the secured
claim amount and an unsecured claim for the difference between the
maximum secured claim amount and the amount of the petition date
claim.

The Debtor said OHR is only entitled to postpetition interest and
fees if the value of the collateral is in excess of the amount of
their claim.  If the relief is granted to OHR as requested, they
would be awarded fees and costs post-petition even if their claim
is undersecured.

Wauchula State Bank and the Acting U.S. Trustee also lodged an
objection.  The U.S. Trustee objected to OHR's motion to the
extent the motion allows OHR a credit bid that includes
postpetition interest and fees when the high bidder's collective
bid does not exceed the amount of OHR's petition date claim.  The
U.S. Trustee also objected to a determination of a payoff to OHR
or to the entitlement of postpetition interest and fees without
knowing the results of the auction, and to a determination of
OHR's Post-auction secured claim amount and unsecured claim that
includes post petition interest and attorney fees.

Texas 1845, LLC, said the billing records are replete with
references to such unnecessary tasks as examining the title to the
Debtor's property in Michigan, well other properties.  The billing
records reflect numerous duplicative activities being performed by
the nine lawyers and one paralegal.

                      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, the principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SPIG INDUSTRY: Claims Bar Date Set for Jan. 31
----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
established Jan. 31, 2014, as the deadline for creditors to file
proofs of claim in the Chapter 11 case of SPIG Industry LLC.

The Debtor may file any objections to the claims by Feb. 28, 2014.

                        About SPIG Industry

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) in Roanoke on Sept. 11, 2013, and is
represented by Robert Copeland, Esq., at Copeland Law Firm, P.C.,
in Abingdon, Virginia.  Bankruptcy Judge William F. Stone, Jr.
oversees the case.

In its petition, SPIG estimated $1 million to $10 million in both
assets and liabilities.

In November 2013, 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.


SPIG INDUSTRY: Must File Plan by Feb. 11 or Face Dismissal
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia, in
a December order, directed SPIG Industry LLC to file a Disclosure
Statement and Plan on or before Feb. 11, 2014.  Upon failure to do
so, the Debtor is required to appear on March 4, 2014, at 11:00
a.m. at Abingdon, US District Courtroom, US Courthouse, 180 W.
Main St., Abingdon, VA 24210 to show cause why case should not be
dismissed or converted.

                        About SPIG Industry

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) in Roanoke on Sept. 11, 2013, and is
represented by Robert Copeland, Esq., at Copeland Law Firm, P.C.,
in Abingdon, Virginia.  Bankruptcy Judge William F. Stone, Jr.
oversees the case.

In its petition, SPIG estimated $1 million to $10 million in both
assets and liabilities.

In November 2013, 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.


SPRINT CORP: Has Proposals on Financing Bid for T-Mobile
--------------------------------------------------------
Ryan Knutson and Dana Mattioli, writing for The Wall Street
Journal, reported that Sprint Corp. has received proposals from at
least two banks on how it could finance a takeover of smaller
rival T-Mobile US Inc., giving it confidence that a deal could be
funded, people familiar with the matter said.

According to the report, terms of any bid have yet to be firmed
up, one of the people said. But the proposals envision a total
"enterprise value" of about $50 billion for the deal, which would
involve paying around $31 billion for T-Mobile and providing for a
possible refinancing of roughly $20 billion in existing T-Mobile
debt, the people said.

T-Mobile has a market value of about $26 billion as its shares
have risen on reports of the possible tie-up, the report said.
Having funds at the ready to cover T-Mobile's existing debt would
be necessary because debt holders could cash in their bonds if the
company changes ownership.

Knowing the financing can be done ticks off an important box for
Sprint as it contemplates a bid, the report related.  But moving
ahead would involve bigger hurdles, including complex negotiations
among four publicly traded companies -- Sprint and T-Mobile, as
well as their majority investors, SoftBank Corp. of Japan and
Deutsche Telekom AG of Germany, respectively. A deal would also
likely face heavy scrutiny from U.S. antitrust authorities who
have indicated they are wary of further consolidation in the
sector.

Bidding has also become more expensive, the report noted.  T-
Mobile's shares have risen nearly 28% since the Journal reported
in December that Sprint was stepping up its efforts to reach a
deal between the companies. Meanwhile, Sprint's shares have risen
about 11% over the same period.

                        About Sprint Corp.

Sprint Corporation is a United States telecommunications holding
company that provides wireless services and is also a major global
Internet carrier.

                           *     *     *

In September 2013, Standard & Poor's Ratings Services said it
assigned its 'BB-' corporate credit rating to Sprint Corp., a
newly formed parent entity of the Overland Park, Kan.-based
wireless telecommunications carrier.  At the same time, S&P
affirmed the 'BB-' corporate credit rating on Sprint Nextel Corp.,
which was renamed Sprint Communications Inc. and is a wholly owned
subsidiary of Sprint Corp.  The outlook is stable.  S&P also
affirmed all issue-level ratings at Sprint Communications as well
as at subsidiaries Sprint Capital Corp., iPCS, and Clearwire Corp.


SR REAL ESTATE: DACA, Lenders Challenge Exclusivity Extension Bid
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
was slated to hold a contested hearing Jan. 13 on the request of
debtor SR Real Estate Holdings, LLC, for an extension of the
exclusive periods during which on the Debtor may file a Chapter 11
plan and solicit votes.

Secured creditors DACA 2010L L.P., and Sargent Ranch Management
Company, LLC, noted that the Debtor has stated that it does not
intend to "languish" in Chapter 11 and yet now seeks a six month
extension of its Exclusive Periods.  There simply is no reason for
such a significant extension, they contend.

DACA noted that the Court determined, and the Debtor conceded,
that it is a "Single Asset Real Estate" entity at the Nov. 4, 2013
hearing.  At the same time, the Debtor is not making monthly
payments to DACA.  Further, more than 90 days have passed since
the commencement of this case and more than 30 days have passed
since the Debtor was determined to be an SARE debtor. To date, no
plan of reorganization has been filed.

"Debtor will, of course, assert that a formal order has not
entered determining that it is an SARE debtor and therefore the 30
day time limitation set forth in [11 U.S.C. Sec.] 362(d)(3) has
not even began running.  On its face, this assertion lack merit.
Debtor conceded that it is an SARE debtor prior to the November
4th hearing. At the hearing, the Court concurred and asked for an
order to be submitted. Debtor now essentially argues that it
should not be bound by its concession because a formal order has
not been entered by the Court. Debtor, having consented to its
determination as a SARE debtor, knew of the requirements under
[Sec] 362(d)(3) of the Bankruptcy Code for a SARE debtor to file
its plan of reorganization and did not comply.  At the same time,
Debtor asks for a six month extension of the Exclusive Periods,
which is well beyond the 30 day requirement contained in [Sec.]
362(d)(3)," DACA said.

DACA also argued that the Debtor has failed to demonstrate that
cause exists to extend the exclusivity period.  According to DACA,
the Debtor's argument appears to be that it is ready to file a
plan of reorganization but is being prevented from doing so
because the Court has not ruled on its motion to establish voting
procedures.

"This simply is not the case.  Debtor's voting motion sought an
order from the Court that each holder of an interest in the first
deed of trust on the Property would have to vote separately.
Debtor's proposed treatment of the first deed of trust as a whole
should not be swayed by the Court's ruling on the voting motion
unless Debtor is attempting to gerrymander the plan prior to
filing it by, among other things, bootstrapping the Court's ruling
on voting into the ability for the first deed of trust to make an
1111(b) election as a whole.  Further, as all of the first deed of
trust interest holders hold identical claims, the interest holders
would all have to be classified and treated in the same class.
Thus, the outcome of the voting procedures motion has no bearing
on Debtor's ability to file a plan. The voting procedures motion's
effect is on Debtor's ability to confirm a plan over the objection
of DACA, who holds a majority of the first deed of trust," DACA
said.

William M. Rathbone, Esq., Gordon & Rees LLP, represents DACA
2010L L.P. and Sargent Ranch Management Company, LLC.

The First Priority Lenders also joined in the opposition of DACA
and Sargent Ranch.  Any granting of the Exclusivity Motion should
be made contingent upon the Debtor making the statutorily required
interest payments to all First Lenders, as required by by 11
U.S.C. Sec. 362(d)(3), the Lenders say.

The First Priority Sargent Ranch Lenders is comprised of the
following unconflicted 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.

Jeffrey J. Goodrich, Esq., at Goodrich & Associates, represents
the First Priority Sargent Ranch Lenders.

As reported by the Troubled Company Reporter on Dec. 26, 2013, SR
Real Estate Holdings asks the Court to extend the exclusive period
for the Debtor to file a Chapter 11 plan through and including
June 18, 2014, and to extend the exclusive period to solicit
acceptances of a plan through and including Aug. 18, 2014.

The Debtor defended its request in a court filing last week.  The
Debtor it is seeking an extension of the Exclusive Periods for the
purpose of conserving resources while the Court resolves two case-
critical motions.  Had the Debtor filed its plan prior to a ruling
on the motions under submission, both the Debtor and the opposing
parties would have been forced to expend significant sums in a
confirmation battle prior to knowing whether the case was viable.
Undoubtedly, had the Debtor filed its Plan, the opposing parties
would have objected to proceeding with a heated confirmation
battle without a ruling on the motions under submission -- yet
they also oppose extending exclusivity notwithstanding the current
status of the case.  Through the Motion, the Debtor seeks an
extension of the Exclusive Periods merely to preserve its
exclusivity pending the rulings from the Court.

                 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.

Judge Hon. Peter W. Bowie oversees the case.  Victor A. Vilaplana,
Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have
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.


ST. JOSEPH'S HOSPITAL: Cut to 'Ba2' by Moody's; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has downgraded St. Joseph's Hospital
Health Center's rating to Ba2 from Ba1.  The outlook is negative.
The bonds are issued through the Onondaga Civic Development
Corporation.  The downgrade is due to a material increase in
liquidity risks related to the terms of new bank debt and a lower
cash position, and higher absolute debt.

Summary Ratings Rationale

The rating downgrade to Ba2 is due to: (1) a sizable and
unexpected increase in debt, (2) heightened liquidity risks
related to the on-demand repayment terms of a bank line, and (3) a
weaker cash position following a decline in 2013 and expected
further decline in 2014, leaving the hospital little cushion to
withstand liquidity stress.  A further downgrade is precluded at
this time based on the hospital's increasing market share in
profitable service lines, early indications of improved margins
and increased financial rigor and disclosure with the arrival of a
new Chief Financial Officer.  The negative outlook reflects risks
related to a major information systems installation including
higher-than-expected costs and slowdown in collections, and
refinancing risk related to securing long-term financing at
manageable terms and rate to replace the bank line.

Challenges

* St. Joseph's faces heightened liquidity risks related to a bank
  line that has on demand repayment terms and a weak cash position
  with 51 days of cash on hand as of November 30, 2013 for the
  system, significantly below expectations and down from fiscal
  yearend 2012. Cash-to-direct debt is low at 33%.

* A major information systems installation in the spring of 2014
  elevates liquidity risk from a potential slowdown in collections
  and higher-than-expected costs.

* The hospital has a commitment to increase its bank line to $70
  million to provide funding for the IT installation (the
  financing was not anticipated at the time of the initial rating
  in September of 2012), and the construction of a cogeneration
  plant.  Including this debt, debt measures are weak with very
  high debt-to-cashflow of over 10 times and low maximum annual
  debt service coverage of about 1.3 times, based on Moody's
  calculation.

* The system's operating and operating cashflow margins are low,
  averaging 0-1% and 4-5%, respectively, over the last five years
  through fiscal year 2012, reflecting underperformance given
  relatively favorable market and hospital-specific
  characteristics that suggest the hospital should be achieving
  higher margins.  Margins in fiscal year 2012 were significantly
  below budget and below our expectations of at least moderate
  improvement over 2011. System margins through eleven months of
  fiscal year 2013 and projected for the full year indicate some
  improvement to a 6% operating cashflow margin.

* The market is competitive with the combined SUNY Upstate
  facilities approaching St. Joseph's market shares in key
  services and a physician market that historically has been fluid
  with little loyalty to hospitals and largely independent
  specialty groups.

Strengths

* Inpatient market share has grown significantly to 37% in 2013
  from 26% in 2009 due to physician recruitment including several
  large physician groups shifting alliances to St. Joseph's.  The
  hospital has distinctly leading or dominant market share in
  profitable service lines including invasive cardiology and
  surgery, both of which have experienced significant growth.

* Revenue growth was strong at 10% in fiscal year 2012 and over
  7% in fiscal year 2013, reflecting notable volume increases and
  a comparatively favorable commercial reimbursement market.

* Strict certificate of need regulations exist in New York, which
  limits new competitive threats.

* The investment allocation is conservative with all investments
  in cash or fixed income.

* Although a short tenure, a new Chief Financial Officer is
  bringing greater financial discipline, improved disclosure and
   focus on cost reductions.

Outlook

The negative outlook reflects risks related to a major information
systems installation including higher-than-expected costs and
slowdown in collections, and refinancing risk related to securing
long-term financing to replace the bank line.

What Could Make The Rating Go UP

With a negative outlook, a rating upgrade is unlikely in the near-
term.  A higher rating would be considered with higher operating
margins and unrestricted investments to levels more consistent
with medians, the tower project and IT installation are completed
on time and on budget, a permanent long-term financing is secured
at favorable terms, and volumes are at least stable.

What Could Make The Rating Go DOWN

A rating downgrade will be considered if there is no improvement
in margins in 2014 relative to 2013 levels, cash declines below
what is projected in 2014, there are additional constraints or
contraction of liquidity, or the hospital issues more debt than
currently anticipated.


STONEBRIDGE BUILDERS: Asset Auctioned After BB&T Declared Default
-----------------------------------------------------------------
Real property of Stonebridge Builders, LLC, was put on the auction
block after the company defaulted on a note in favor of Branch
Banking and Trust Company.  The Lender has declared the Note and
all other indebtedness related thereto immediately due and
payable.

In August 2013, John G. Brock, Esq., was appointed Successor
Trustee under a Deed of Trust, in the place and stead of BB&T
Collateral Service Corporation.

The Successor Trustee was slated to hold the auction Jan. 9, 2014,
at the Knox County Courthouse, in Knoxville, Tennessee.

APAC-Atlantic, Inc., and the State of Tennessee - Tennessee
Department of Revenue also hold liens on the property subordinate
to that of BB&T.

The Successor Trustee may be reached at:

     John G. Brock, Esq.
     GENTRY TIPTON & McLEMORE, P.C.
     P.O. Box 1990
     Knoxville, TN 37902
     Telephone: 865-525-5300
     E-mail: jgb@tennlaw.com


THOMPSON CREEK: Reports Q4 and 2013 Production and Sales Results
----------------------------------------------------------------
Thompson Creek Metals Company Inc. announced production and sales
results for the three and twelve months ended Dec. 31, 2013, for
its three operating mines, Thompson Creek, Endako and Mt.
Milligan.  Concentrate production for Mt. Milligan from start-up
through Dec. 31, 2013, contained 10.9 million pounds of copper,
21.1 thousand troy ounces of gold and 41.8 thousand troy ounces of
silver.  Molybdenum production for the twelve month period ended
Dec. 31, 2013, was up 34 percent from the same period last year to
30 million pounds.  Sales for the one shipment of concentrate
included 2.8 million pounds of copper, 5.5 thousand ounces of
gold, and 10.5 thousand ounces of silver.  The Company also sold
36.5 million pounds of molybdenum for the year, a 27 percent
increase from the prior year.

Operations Update:

Mt. Milligan Mine

The ramp-up at Mt. Milligan continues to progress with mine pit
grades as expected, metal recoveries in the mill above
expectations and mill throughput slightly below expectations at
this stage in the ramp-up.  The Company is working through what it
believes to be typical ramp-up issues.  As part of this process,
the Company has reassigned several senior managers from its
molybdenum operations to Mt. Milligan.  Management believes it
will reach commercial production within the first quarter of 2014,
defined as operating the mill at 60 percent of design capacity for
30 days.

Under US GAAP, the Company's consolidated financial statements
reflect Mt. Milligan revenue and costs in operating income
beginning in the fourth quarter of 2013 rather than in start-up
costs.  This will adversely impact operating margins and Mt.
Milligan cash costs for the fourth quarter of 2013 and the first
quarter of 2014.  The Company expects to report its 2013 financial
results on Feb. 20, 2014, and expects at such time to provide 2014
guidance for production, cash cost and capital spending for all of
its operations.

The Company expects its second shipment of copper and gold
concentrate from Mt. Milligan to occur later this month.

Jacques Perron, chief executive officer of Thompson Creek, said,
"We are very pleased with the quality of the concentrate, as well
as the recoveries of copper and gold at this stage of the ramp-up.
Throughput is proving to be a bit challenging, as we continue to
experience issues in the grinding and flotation circuits.  We
believe these typical ramp-up matters will be resolved in due
course.  We are pleased with the reassignment of key individuals
to the Mt. Milligan senior operations team, and we believe their
operational expertise is having beneficial results."

Endako Mine

As previously announced, since the second quarter of 2013, the
Company has been negotiating a labor agreement with members of the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union at the
Endako Mine.  On Jan. 7, 2014, the unionized employees approved a
new labor agreement, which is retroactive to April 1, 2013, and in
effect through March 31, 2015.  The agreement provides for modest
salary and wage increases that management does not believe will
have a significant impact on the operation.

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

                        http://is.gd/umIgMx

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOYS 'R' US: Fitch Cuts IDR to 'CCC' & Revises Recovery Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
Toys 'R' Us, Inc. and its various domestic subsidiaries to 'CCC'
from 'B-'.

Key Rating Drivers

Toys 'R' Us' (Toys)'s holiday comparable store sales (comps) for
the nine weeks ended Jan. 4, 2014 at negative 4.7% for domestic
operations and negative 3% for the international segment mirror
the weak trends over the past few quarters.  Fitch does not expect
a turnaround in the business given sustained weakness in the
juvenile (approximately 30% of Toys' total sales) and
entertainment categories (11% of total sales) and increasing
competitive pressure on the traditional toy categories (including
core toy and learning products, together representing 45% of total
sales).

As a result, Fitch expects mid-single comps declines and EBITDA in
the $600 million range in 2013, assuming gross margin declines in
the fourth quarter remains in the 100 basis point range (as posted
through the first three quarters) as the company clears out excess
inventory.  FCF is expected to be in the negative $200 million-
$250 million range in 2013 reflecting the debt refinancing related
costs (approximately $50 million) and modest cash taxes but
exclude significant working capital swings that could be a further
drain on cash.

Fitch estimates that Toys would need to stabilize sales and
modestly improve its gross margin to generate breakeven EBITDA at
the $650 million level and be FCF neutral, assuming annual cash
interest expense of $360 million, capital expenditures of $250
million and modest cash taxes.  However, achieving this level is
likely to be challenging in the face of a declining top line
unless Toys is able to manage inventory levels more effectively to
generate better gross margin or reduce SG&A expenses (that have
been flat since 2010).  Every 1% reduction in SG&A dollars could
contribute approximately $40 million in cost savings.  However,
Fitch currently assumes SG&A will remain relatively flat as
management to date has not outlined any strategy to restructure
its cost base in spite of top line decelerating around 10%
relative to the 2010-2011 levels.

As a result, Fitch currently projects EBITDA to be in the range
$450-$500 million in 2014 and potentially lower in 2015, assuming
a decline in annual comps of 2%-3% and gross margin decline of 25
basis points to 50 basis points.

Under this scenario, leverage (adjusted debt/EBITDAR) is expected
to increase to the low-9x range and FCF is expected to be negative
$150 million-$250 million before any working capital swings.  The
cash shortfall should cause increased revolver borrowings over the
next 24 months.  Availability under the ABL revolver during peak
working capital season was $1.1 billion in 3Q13, and Fitch expects
no borrowings at the end of January 2014.  However, Fitch expects
that this cushion will narrow in 2014 with year-end (January 2015)
revolver borrowings expected to be in the $300 million range.

Availability at peak inventory season is expected to be in the
$800-$900 million range in 2014 and $500-$600 million range in
2015.  This indicates adequately liquidity for the next 24 months
but raises concerns for 2016, particularly given that over $1
billion in debt comes due ($652 million of second lien term loan
B-1 facility and $350 million of 7.375% second lien senior secured
notes both issued at Toys-Delaware and due September 2016).

Recovery Analysis And Considerations

Fitch has conducted a recovery analysis across Toys'
organizational structure to determine expected recoveries in a
distressed scenario to each of the company's debt issues and
loans. Toys' debt is at three types of entities: operating
companies (OpCo); property companies (PropCo); and the holding
company (HoldCo), with a summary structure highlighted below.

Toys 'R' Us, Inc. (HoldCo)

(I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of
     HoldCo.

(a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys-
     Delaware.

(b) Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys-
     Delaware.

(II) Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo.

OpCo Debt

Fitch has assigned a 5.5x multiple to the stressed EBITDA at the
OpCo levels -- Toys-Delaware and Toys-Canada -- which is
consistent with the low end of the 10-year valuation for the
public space and Fitch's average distressed multiple across the
retail portfolio.  The stressed EV is adjusted for 10%
administrative claims.

Toys-Canada

Toys has a $1.85 billion asset-based revolving credit facility
(ABL revolver) with Toys-Delaware as the lead borrower, and this
contains a $200 million sub-facility in favor of Canadian
borrowers.  Any assets of the Canadian borrower and its
subsidiaries secure only the Canadian liabilities.  The $200
million sub-facility is more than adequately covered by the EV
calculated based on stressed EBITDA at the Canadian subsidiary.
Therefore, the fully recovered sub-facility is reflected in the
recovery of the consolidated $1.85 billion revolver discussed
below.

The residual value is applied toward debt at Toys-Delaware.

Toys-Delaware

At the Delaware level, the recovery on the various debt tranches
is based on the liquidation value of the assets estimated at $2.1
billion and the equity residual from Canada estimated at $200
million.

The $1.85 billion revolver is secured by a first lien on inventory
and receivables of Toys-Delaware.  In allocating an appropriate
recovery, Fitch has considered the liquidation value of domestic
inventory and receivables assumed at seasonal peak (at the end of
the third quarter), and has applied advance rates of 75% and 80%,
respectively.  Fitch currently assumes $1.3 billion drawn under
the revolver at the peak season in 2015 based on Fitch's
projections of EBITDA and liquidity needs. The facility is fully
recovered and is therefore rated 'B/RR1'.

The recovery value of the debt structure below the first lien
revolver is derived from three components: (1) excess liquidation
value at the Toys-Delaware level (liquidation value after the full
recovery of ABL revolver); (2) estimated value for Toys'
trademarks and intellectual property assets (IP, which are held at
Geoffrey, LLC (IPCo) as a wholly owned subsidiary of Toys-
Delaware); and (3) equity residual value from Canada. Components
(1) and (2) are fully applied toward the senior secured term loans
and 7.375% secured notes, while 3) is applied across the capital
structure.

The $1.24 billion term loans due 2016 and 2018 and the $350
million senior secured notes due 2016 are secured by a first lien
on the IP and a second lien on the ABL revolver collateral.  They
are assumed to have recovery prospects of 51%-70%, which reflects
excess value from the credit facility collateral as well as some
modest valuation of the IP assets, and are therefore rated
'CCC+/RR3'.

The 8.75% debentures due Sept. 1, 2021, have poor recovery
prospects and are therefore rated 'CC/RR6'.

PropCo Debt

At the PropCo levels - Toys 'R' Us Property Co. I, LLC; Toys 'R'
Us Property Co. II, LLC; and other international PropCos - LTM NOI
is stressed at 20%.

PropCo I and PropCo II are set up as bankruptcy-remote entities
with a 20-year master lease through 2029 covering all the
properties, which requires Toys-Delaware to pay all costs and
expenses related to leasing these properties from these two
entities.  The ratings on the PropCo debt reflect a distressed
capitalization rate of 12% applied to the NOI of the properties to
determine a going-concern valuation.  The stressed rates reflect
downtime and capital costs that would need to be incurred to re-
tenant the space.

Applying these assumptions to the $725 million 8.50% senior
secured notes at PropCo II and the $985 million senior unsecured
term loan facility at PropCo I results in recovery well in excess
of 90%.  Therefore, these facilities are rated 'B/RR1'.

The PropCo II notes are secured by 126 properties.  The PropCo I
unsecured term loan facility benefits from a negative pledge on
all PropCo I real estate assets (343 properties as of May 4,
2013).  Fitch typically limits the Recovery Rating on unsecured
debt at 'RR2' or two notches above the IDR level (under its
criteria 'Recovery Ratings and Notching Criteria for Non-financial
Corporate Issuers' dated Nov. 20, 2013).  However, in the few
instances where the recovery waterfall suggests an 'RR1' rating
and such a Recovery Rating is supported by the structural and
legal characteristics of the debt, unsecured debt may qualify for
an 'RR1' rating.  In addition, the rating also benefits from the
structural consideration that Toys 'R' Us has limited capacity to
secure debt using real estate given that there is a limitation on
principal property of domestic subsidiaries at 10% of consolidated
net tangible assets under the $400 million of 7.375% notes due
2018 issued by HoldCo.

Toys 'R' Us, Inc. - HoldCo Debt

The $450 million 10.375% unsecured notes due Aug. 15, 2017, and
the $400 million 7.375% unsecured notes due Oct. 15, 2018, benefit
from the residual value at PropCo I, currently estimated at
approximately $300 million.  There is no residual value ascribed
from Toys-Delaware or other operating subsidiaries.  This
translates into average recovery prospects of 31%-50% and the
bonds are therefore rated 'CCC/RR4'.

Rating Sensitivities

A negative rating action could result if comps trends in the U.S.
and international businesses continue to be in the negative 4%-5%
range beyond 2013 and/or gross margins decline by similar rates to
2013, without any offset from cost reductions.  This could
indicate more severe market share losses and lead to tighter
liquidity than Fitch's current expectation over the next two
years.

A positive rating action could result if there is a sustainable
improvement in Toys' store and online traffic (indicating improved
market share positioning) and the company restructures its cost
base.  Toys would need to drive EBITDA improvement to a level
where it can meet fixed obligations and fund any working capital
swings, as well as manage refinancing of upcoming debt maturities
on a timely basis.

Fitch has downgraded or revised Recovery Ratings for the following
ratings as indicated:

Toys 'R' Us, Inc. (HoldCo)

-- IDR to 'CCC' from 'B-';
-- Senior unsecured notes to 'CCC/RR4' from 'B-/RR4'.

Toys 'R' Us - Delaware, Inc. is a subsidiary of HoldCo

-- IDR to 'CCC' from 'B-';
-- Secured revolver to 'B/RR1' from 'BB-/RR1';
-- Secured term loans revised to 'CCC+/RR3' from 'CCC+/RR5';
-- Senior secured notes revised to 'CCC+/RR3' from 'CCC+/RR5';
-- Senior unsecured notes to 'CC/RR6' from 'CCC/RR6'.

Toys 'R' Us Property Co. II, LLC is subsidiary of Toys 'R' Us -
Delaware, Inc.

-- IDR to 'CCC' from 'B-';
-- Senior secured notes to 'B/RR1' from 'BB-/RR1'.

Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

-- IDR to 'CCC' from 'B-';
-- Senior unsecured term Loan facility to 'B/RR1' from 'BB-/RR1'.


TRAKLOK CORP: Tradenames Auctioned Off
--------------------------------------
Assets of TrakLok Corporation was put on the auction block after
the company was declared in default under a 2012 Promissory Note
payable to certain secured parties including Joseph A.
Hollingsworth, Jr., as Agent for the secured parties.  The Agent
for the Secured Parties has accelerated the balance of the
Promissory Note and ordered the sale of the Collateral subject to
the parties' Security Agreement.

The Collateral was slated for public auction Jan. 13, 2014, at Two
Centre Plaza, Clinton, Tennessee.  The auction was to be conducted
by Stephenson Realty & Auction.

The Collateral included (a) U.S. patent no. 8009,034; 8058,985;
and 12/460,961; (b) tradenames TrakLok, TrakLog, Yard Dog, and
Geolock; and (c) patent applications. The

Attorney for the Agent is

     Richard S. Matlock, Esq.
     WOOLF, McCLANE, BRIGHT, ALLEN & CARPENTER, PLLC
     P. O. Box 900
     Knoxville, TN  37901
     Tel: 865-215-1000
     E-mail: rmatlock@wmbac.com


TRILITO INC: Files for Chapter 11 in Puerto Rico
------------------------------------------------
Trilito, Inc., filed a bare-bones Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 14-00173) in Old San Juan, Puerto Rico on
Jan. 14, 2014, without stating a reason.

San Juan, Puerto Rico-based Trilito, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50
million in total assets and liabilities.  ScotiaBank has a $25.9
million claim, of which $25.6 million is secured by a first
mortgage on the Debtor's property.

The case is assigned to U.S. Bankruptcy Judge Mildred Caban
Flores.

Carlos Rodriguez Quesada, Esq., in San Juan, Puerto Rico,
represents the Debtor.  The Debtor has proposed to pay counsel
$250 per hour for the engagement.


TUNNELL FAMILY: Real Property Auctioned Off After Default
---------------------------------------------------------
Real property of The Tunnell Family Entertainment Center, LLC, was
scheduled to go on the auction block Jan. 16, after the company
was declared in default under a promissory note in favor of Branch
Banking and Trust Company.

In October 2013, John G. Brock, Esq., was appointed Successor
Trustee under the Deed of Trust, in the place and stead of BB&T
Collateral Service Corporation.

The auction was to be held at the Hawkins County Courthouse, in
Rogersville, Tennessee.

The Property is located at 1410 E. Main Street, Rogersville,
Tennessee 37857.

U.S. Small Business Administration; and Davis Brothers Roofing &
Sheet Metal Fabricators, Inc., hold subordinate liens encumbered
on the Property.

The Successor Trustee may be reached at:

     John G. Brock, Esq.
     GENTRY TIPTON & McLEMORE, P.C.
     P.O. Box 1990
     Knoxville, TN 37902
     Telephone: 865-525-5300
     E-mail: jgb@tennlaw.com


UNITED CONTINENTAL: Sees $158 Million Fourth-Quarter Charge
-----------------------------------------------------------
John Kell, writing for The Wall Street Journal, reported that
United Continental Holdings Inc. disclosed it will book $158
million in charges for the fourth quarter, mostly tied to the
airline's pacts with employees to either take early retirement or
accept furloughs.

According to the report, United, the second-largest U.S. airline
by traffic, said about 1,200 employees volunteered for retirement
and about 1,100 flight attendants accepted a voluntary leave of
absence that allows for continued medical coverage.

The company, the result of a 2010 merger between United Airlines
and Continental Airlines, has struggled to finish integrating
those carriers, the report related.  While United believes it is
getting back on track, its gains in unit revenue -- a key metric
of how much it takes in for each passenger flown a mile -- have
lagged behind the rest of the industry.

Of the charges United disclosed on Jan. 16, $40 million are
expected to be integration-related costs, including systems
integration and training, relocation for employees, and severance
expenses mostly tied to administrative job cuts, the report
related.

The news comes a day after The Wall Street Journal reported that
United is moving forward with some involuntary furloughs of its
most junior flight attendants to reduce staffing in order to meet
its reductions in capacity, the report said.


USEC INC: Amends QIP for 2014 Over Planned Bankruptcy Filing
------------------------------------------------------------
The Compensation, Nominating and Governance Committee of the Board
of Directors of USEC Inc. approved an amendment to the 2013
Quarterly Incentive Plan for the Company's named executive
officers and certain other key employees, effective for calendar
year 2014.  The QIP is a quarterly performance-based cash
incentive program under the USEC Inc. 2009 Equity Incentive Plan.

The QIP that was implemented in 2013 replaced the quarterly cash
incentive program that was put in place in 2012 and suspended the
annual incentive program and the long-term incentive program for
2013.  Those changes followed a reexamination of the Company's
executive compensation program, in consultation with the
Committee's independent compensation consultant, taking into
account the uncertainties and challenges facing the Company.  The
QIP is designed to keep management and the entire organization
focused on critical short-term goals and to provide for retention
of key employees, while not increasing the overall risk of the
program or encouraging excessive risk taking by executives.  The
changes made in 2013 for the executives moved all long-term
incentive compensation for 2013 to short-term cash incentives, but
decreased the executives' overall target long-term compensation
opportunity by 25 percent and eliminated the potential for the
executives to earn an award above target (previously the
executives could earn up to 150 percent of target based on
performance).  Although the QIP reflected a temporary move away
from equity-based compensation for the executives, the named
executive officers each already own significant equity in the
Company.  USEC expects to be able to return to a more typical
executive compensation program following completion of the
proposed financial restructuring plan announced in December 2013.

Pending implementation of the proposed financial restructuring
plan, the Committee determined that continuation of the QIP at a
reduced level until completion of the proposed financial
restructuring plan is the most effective approach to achieving key
corporate and compensation objectives.  These objectives include
continuing management's focus on critical activities designed to
preserve the value of the enterprise as it moves through
restructuring and motivating and retaining key employees through
appropriate performance-based incentives.  In light of the
Company's current business circumstances, the Committee determined
that it was appropriate to substantially reduce the amount of the
target quarterly awards under the QIP for the named executive
officers and to holdback a portion of any award earned.  Other
aspects of the QIP including suspension of the annual incentive
program and of the long-term incentive program are unchanged.

The Amendment reduces the amount of the target quarterly awards
under the QIP for the named executive officers from 71.875 percent
of base salary to 50 percent of base salary for the CEO and from
51.25 percent of base salary to 35 percent of base salary for the
other named executive officers.  In addition, in order to preserve
the Company's cash flows, the Amendment also provides that prior
to the Company's successful emergence from Chapter 11
reorganization, 25 percent of any payment earned with respect to a
target quarterly award under the QIP for 2014 will be deferred and
not paid until 90 days following the completion of the Company's
successful emergence from chapter 11 reorganization or, if
earlier, the last business day of 2014; provided that the
Committee may further defer payment of such award until the last
business day of 2014.

Actual payout of these awards will continue to be determined by
the performance of the Company during the quarterly performance
period against one or more quarterly period goals reflecting the
corporate needs to be accomplished in the quarterly period to
ensure the achievement of the Company's short-term strategic
objectives and to maximize enterprise value.

A copy of the First Amendment to USEC Inc. 2013 Quarterly
Incentive Plan is available for free at http://is.gd/qnN3Dm

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.70 billion in total assets,
$2.16 billion in total liabilities and a $462.1 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

As reported by the TCR on Dec. 18, 2013, Moody's Investors Service
lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1.  The
downgrade follows announcement that USEC has initiated a debt
restructuring plan and intends to file for reorganization under
Chapter 11 of the Bankruptcy Code.


UNITEK GLOBAL: New Mountain Held 5.1% Equity Stake at Dec. 2
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, New Mountain Finance Holdings, L.L.C., and its
affiliates disclosed that as of Dec. 2, 2013, they beneficially
owned 1,014,451 shares of common stock of UniTek Global Services,
Inc., representing 5.08 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/X8jgoO

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  The Company's balance
sheet at Sept. 28, 2013, showed $325.58 million in total assets,
$289.17 million in total liabilities and $36.41 million in total
stockholders' equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                           *     *     *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


UNIVERSITY GENERAL: Presented at Sidoti & Company Conference
------------------------------------------------------------
University General Health System, Inc., furnished the U.S.
Securities and Exchange Commission a copy of the information
presented at the Sidoti & Company's Eighth Semiannual Micro-Cap
Conference held on Jan. 13, 2014.  The presentaion talked about
Company overview, the basics of healthcare, size and scope of the
market, core business philosophy, among other things.  A copy of
the presentation is available for free at http://is.gd/6pbtGI

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $174.84
million in total assets, $161.55 million in total liabilities,
$2.56 million in series C, convertible preferred stock, and $10.71
million in total equity.

Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


URBAN AG: Hires Silberstein Ungar as New Accountants
----------------------------------------------------
Urban AG. Corp. engaged Silberstein Ungar, PLLC, as the Company's
independent accountant to audit the Company's financial statements
and to perform reviews of interim financial statements.  During
the fiscal years ended Dec. 31, 2012, and Dec. 31, 2011, through
Jan. 4, 2014, neither the Company nor anyone acting on its behalf
consulted with Silberstein Ungar, PLLC.

The Public Company Accounting Oversight Board, on Nov. 21, 2013,
revoked the registration of the Company's prior independent
accountant, Harris F. Rattray, CPA, due to Harris' violations of
PCAOB rules and auditing standards in auditing the financial
statements and PCAOB rules and quality control standards with
respect to Harris' clients; the Company was not one of the clients
for which Harris was sanctioned.

On Dec. 27, 2013, Harris F. Rattray, CPA, resigned as the
independent registered public accounting firm of the Company.  The
resignation was accepted by the Board of Directors of the Company.

Other than an explanatory paragraph included in Harris' audit
reports for the Company's fiscal year ended Dec. 31, 2012, and
2011 relating to the uncertainty of the Company's ability to
continue as a going concern, the audit reports of Harris on the
Company's financial statements for the last two fiscal years ended
Dec. 31, 2011, and 2012 through Dec. 27, 2013, did not contain an
adverse opinion or a disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope or accounting
principles.

During the Company's 2012 and 2011 fiscal years and through
Jan. 10, 2014, the Company had no disagreements with Harris.

                           About Urban AG

North Andover, Massachusetts-based Urban AG. Corp, through its
wholly-owned subsidiary CCS Environmental World Wide, Inc.,
provides hazardous material abatement and environment remediation
services.

The Company's balance sheet at Sept. 30, 2013, showed $3.33
million in total assets, $12.84 million in total liabilities and a
$9.50 million total stockholders' deficit.

                        Bankruptcy Warning

"Urban Ag is in the process of attempting to secure sufficient
financing to continue operations.  We have been working to obtain
financing from outside investors for more than 12 months, but have
not yet been successful.  In the interim, short-term debt
financing provided primarily by a corporate investor has secured
all of the company's assets, and is being utilized to support
governance and compliance activities.  Additionally, non-payment
of professional and other service providers and reduced general
spending have been instituted until such time as financing is
secured, if ever.  If we are unable to obtain financing, we will
be required to further curtail our operations or cease conducting
business.  Given our current level of debt, we do not expect that
our stockholders would receive any proceeds if we declare
bankruptcy or seek to liquidate the Company," the Company said in
its quarterly report for the period ended Sept. 30, 2013.


VELTI INC: Files Schedules of Assets and Liabilities
----------------------------------------------------
Velti Inc. filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                     $0.00
  B. Personal Property        $94,993,551.94
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $56,404,014.23
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $845,564.52
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                   $117,839,869.74
                              --------------  ---------------
        TOTAL                 $94,993,551.94  $175,089,448.49

A full-text copy of Velti Inc.'s schedules may be accessed for
free at http://is.gd/2s4hON

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.  The Company, a San Francisco-based
unit of Velti Plc, listed assets of as much $50 million and debt
of as much as $100 million.

Its Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VERISK'S ACQUISITION: Moody's Retains Ba1 Corporate Family Rating
-----------------------------------------------------------------
Moody's issued a comment on Verisk Analytics' $637 million
acquisition of EagleView, indicating that while the acquisition
will raise leverage to 2.4 times, from 1.7 times, it is in keeping
with the company's past strategic initiatives and will have no
impact on Verisk's Ba1 Corporate Family Rating.


VIGGLE INC: Wetpaint Had $3.9 Million Net Loss in 2012
------------------------------------------------------
Viggle Inc. filed an amended current report with the U.S.
Securities and Exchange Commission to supplement and amend the
report dated Dec. 16, 2013, disclosing, among other things, the
Company's acquisition of wetpaint.com, inc.  The Amended Report
contains financial statements of Wetpaint.com, Inc.

For the year ended Dec. 31, 2012, Wetpaint incurred a net loss of
$3.94 million as compared with a net loss of $7.80 million in
2011.  For the nine months ended Sept. 30, 2013, Wetpaint
disclosed a net loss of $2 million as compared with a net loss of
$3.42 million for the same period a year ago.

As of Sept. 30, 2013, Wetpaint's balance sheet showed $2.03
million in total assets, $1.34 million in total liabilities,
$39.53 million in total convertible preferred stock, and a $38.85
million total stockholders' deficit.

Full-text copies of the financial statements are available at:

                        http://is.gd/7niOQL
                        http://is.gd/xyRQPs

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VISUALANT INC: Incurs $6.6 Million Net Loss in Fiscal 2013
----------------------------------------------------------
Visualant, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.60 million on $8.57 million of revenue for the year ended
Sept. 30, 2013, as compared with a net loss of $2.72 million on
$7.92 million of revenue for the year ended Sept. 30, 2012.

As of Sept. 30, 2013, the Company had $4.62 million in total
assets, $7.38 million in total liabilities, a $2.80 million total
stockholders' deficit, and $49,070 in noncontrolling interest.

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company has sustained a net loss from operations and has
an accumulated deficit since inception.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                         http://is.gd/keJCwb

                         About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.


WATERJET HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned waterjet pump
manufacturer Waterjet Holdings Inc. its preliminary 'B' corporate
credit rating.  The outlook is stable.

At the same time, S&P assigned Waterjet's $200 million senior
secured notes its preliminary 'B+' issue-level rating, with a
preliminary recovery rating of '2', indicating its expectation for
substantial (70% to 90%) recovery in the event of a payment
default.

S&P expects to assign final ratings following the close of the
proposed transaction.

S&P's preliminary ratings on U.S.-based Waterjet Holdings Inc.
reflect the company's "aggressive" financial risk profile, with
pro forma leverage of about 4x, and its "vulnerable" business risk
profile, reflecting its narrow scope of operations and cyclical
end markets.

Pro forma for the Flow International Corp. acquisition, Waterjet
manufactures waterjet cutting systems, ultra-high-pressure pumps,
robotic cutting systems and surface preparation systems, and
provides related parts and services.  S&P expects the activity of
the company's end markets to continue to drive demand for the
company's products.  End markets include aerospace, automotive,
defense, electronic manufacturing services (EMS), food processing,
oil and gas, building products, and other industrial markets.

Waterjet's vulnerable business risk profile assessment reflects
the company's vulnerable competitive position, which stems
primarily from its limited revenue base, as well as some execution
risks related to the company's operating improvement plans.  While
Waterjet's No. 1 position and significant technical expertise in
the niche waterjet cutting market provides some competitive
advantage, the company could face competition from other
nontraditional cutting methods, such as laser cutting.  S&P
expects the company's end markets to remain cyclical, as evidenced
by a significant reduction in demand in the most recent recession.
However, the company's installed base of waterjet cutting systems
should continue to generate a significant portion of higher-margin
aftermarket revenues, which tend to be more stable and can help to
partially mitigate earnings and cash flow volatility.

S&P assess Waterjet's profitability to be "weak," reflecting
average EBITDA margins and S&P's view that the company's limited
size and scope could result in meaningfully higher EBITDA
volatility as compared with the capital goods industry average.
Waterjet is comprised of two similar-sized companies, and S&P
expects that the management team's focus on integration tasks,
cost savings, and operating improvements will enable the combined
company to maintain margins which S&P considers to be average for
the capital goods industry.


WEST CORP: Seeks to Amend 2010 Credit Agreement with Wells Fargo
----------------------------------------------------------------
West Corporation initiated the launch of a process to amend the
Company's Amended and Restated Credit Agreement dated as of
Oct. 5, 2010, among the Company, certain domestic subsidiaries of
West, as subsidiary borrowers, Wells Fargo Bank, National
Association, as administrative agent, and the various lenders
party thereto.  As contemplated, the amendment to the Senior
Secured Credit Facilities would, among other things:

   (i) reduce the applicable margin and LIBOR and base rate floors
       on all or a portion of the term loans outstanding under the
       Senior Secured Credit Facilities; and

  (ii) provide for a 1 percent prepayment premium if the Term
       Loans are refinanced with certain specified refinancing
       debt within six months.

The Company has not executed any definitive documentation relating
to the Amendment, and no assurance can be given that the Company
will complete the Amendment.

In connection with solicitation of consents to the Amendment, in
addition to publicly available information, the Company provided
the lenders under the Senior Secured Credit Facilities with an
update to its previously announced guidance ranges.

Additional information can be accessed for free at:

                        http://is.gd/nUYRha

                      About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.

The Company's balance sheet at Sept. 30, 2013, showed $3.48
billion in total assets, $4.26 billion in total liabilities and a
$782.60 million total stockholders' deficit.

                        Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     Sept. 30, 2013.


XZERES CORP: Ravago Stake at 10.1% as of Dec. 17
------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Ravago Holdings America Inc. disclosed that as of
Dec. 17, 2013, it beneficially owned 4,253,333 shares of common
stock of Xzeres Corp representing 10.13 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/XKfh5b

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Aug. 31, 2013, showed $6,948,955 in total assets, $11,669,159 in
total liabilities, and stockholders' deficit of $4,720,204.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


XZERES CORP: James Duffy Stake at 5% as of Jan. 13
--------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, James W. Duffy disclosed that as of Jan. 13, 2014, he
beneficially owned 2,126,667 shares of common stock of Xzeres Corp
representing 5.06 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/E1BGos

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  The Company's balance sheet at
Aug. 31, 2013, showed $6,948,955 in total assets, $11,669,159 in
total liabilities, and stockholders' deficit of $4,720,204.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YRC WORLDWIDE: Rima Senvest Stake at 6.8% as of Jan. 9
------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Rima Senvest Management, LLC, and its affiliates
disclosed that as of Jan. 9, 2014, they beneficially owned
757,104 shares of common stock of YRC Worldwide Inc. representing
6.8 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/MSRO6S

                        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.


ZOGENIX INC: Expects $9 Million Net Product Sales in 4th Quarter
----------------------------------------------------------------
Zogenix, Inc., announced preliminary unaudited gross product sales
and preliminary unaudited net product sales for the fourth quarter
ended Dec. 31, 2013.  Zogenix expects to report fourth quarter
2013 gross product sales of approximately $14 million on 141,780
units shipped, with unit volume up approximately 2.2 percent
sequentially from third quarter 2013.  Zogenix expects to report
fourth quarter 2013 net product sales of approximately $9 million,
an increase of approximately 30 percent sequentially from net
product sales of $6.9 million in the third quarter 2013, which
included a $2.4 million increase to the Company's estimate of
future product returns.

Gross margin for the fourth quarter 2013 is expected to be
impacted by a one-time charge of approximately $1.3 million due to
scrap and excess capacity.  Preliminary unaudited cash and cash
equivalents as of Dec. 31, 2013, were approximately $72 million.

The preliminary estimates are subject to the completion of
financial closing procedures, including final adjustment of
allowances for sales returns and discounts, and other developments
that may arise between now and the time the financial results for
the fourth quarter are finalized, as well as the completion of the
audit of the 2013 financial statements.  Therefore, actual results
may differ materially from these estimates.  In addition, the
estimates do not present all information necessary for an
understanding of Zogenix's financial condition as of Dec. 31,
2013.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


ZOGENIX INC: To Terminate Co-Promotion Pact with Mallinckrodt
-------------------------------------------------------------
Zogenix, Inc., and Mallinckrodt LLC entered into a termination and
amendment agreement, effective as of Jan. 31, 2014, which amends
the Co-Promotion Agreement dated June 6, 2012, by and between the
Company and Mallinckrodt.  Under the Agreement, Mallinckrodt and
the Company have collaborated on the promotion of Sumavel DosePro
to prescribers in the United States.

Under the Amendment, the Agreement will terminate and
Mallinckrodt's co-promotion will end effective as of Jan. 31,
2014.  The Company will be required to make a one-time tail
payment to Mallinckrodt, calculated as a fixed percentage of net
sales from the Mallinckrodt targeted prescriber audience during
the 12 month period ending on Jan. 31, 2015.

The Company and Mallinckrodt agreed to terminate the Agreement
effective as of Jan. 31, 2014, pursuant to the Amendment.

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* Automotive Industry Among Top Drivers of Innovation, Study Shows
------------------------------------------------------------------
Penn Schoen Berland on Jan. 15 disclosed that a majority of
American consumers see the technology, telecommunications, and
energy industries as the top growth industries of the next decade,
according to a study from Penn Schoen Berland (PSB) commissioned
by Ford Motor Company.

The study also reveals a growing optimism among consumers about
the automotive industry, with more than half (53 percent) of the
respondents sharing a belief that the industry has the same or
more potential for growth in the U.S. than other major industries,
forty-four percent of respondents see the automotive industry as
stronger five years from now than it is today, and fifty-five
percent of respondents say the automotive industry will be vital
to the U.S. as it strives to compete with other major economic
powers in the next decade.

"What is most surprising in this data is that the automotive
industry -- which less than five years ago was struggling with
declining sales, bankruptcy, government bailouts, and quality
issues -- is today seen by nearly 6 in 10 Americans as being a
driver of innovation," said Billy Mann, President of PSB.
"Clearly, the American people believe the industry has rebounded
and are optimistic about its future."

The study, conducted in early January, also found that American
consumers see the technology, telecommunications and energy
industries as the top growth industries of the next decade. When
asked which industries will play an important role in global
economic growth in the next 10 years, 68 percent of American said
technology while 66 percent said energy, 53 percent said
telecommunications and 39 percent said automotive.

When survey respondents were asked to identify which industries
have done the most to help the U.S. economy in the past five
years, top answers included technology, energy and automotive.

                         About this Study

Penn Schoen Berland conducted an online survey of 1,000 consumers
in the U.S. from Jan. 2 ? Jan. 6, 2014. The overall margin of
error is ˝3.1 percent.

                     About Penn Schoen Berland

Penn Schoen Berland -- http://www.psbresearch.com-- a unit of
WPP, is a global research-based consultancy that specializes in
messaging and communications strategy for blue-chip political,
corporate, and entertainment clients.  PSB has over 30 years of
experience in leveraging unique insights about consumer opinion to
provide clients with a competitive advantage -- what it calls
Winning Knowledge.  PSB executes polling and message testing
services for Fortune 100 companies and has helped elect more than
30 presidents and prime ministers around the world.


* Medicare Cuts Leading to Job Loss in Home Health Sector
---------------------------------------------------------
The Partnership for Quality Home Healthcare on Jan. 15 disclosed
that The December Bureau of Labor Statistics (BLS) jobs report
finds that 3,700 home health jobs were lost last month.  Home
health leaders warn that these cuts are the first in what is
feared will be a wave of job loss resulting from severe Medicare
home health cuts made in the Home Health Prospective Payment
System (HHPPS) Final Rule last November to help pay for Obamacare.
In addition to reducing needed jobs for home health professionals,
these severe cuts will directly impact millions of the homebound
seniors and disabled Americans by limiting their access to the
clinically advanced, cost effective home healthcare they need and
prefer.

The Final Rule cuts Medicare home health payments by 3.5 percent
annually for four years -- the maximum allowable under the
Affordable Care Act (ACA) -- thereby imposing an unprecedented
total cut of 14 percent.  The Obama Administration has conceded
that these deep cuts will leave 'approximately 40 percent of
providers' with negative margins by 2017 once the full cut takes
effect.  Home health agencies operating at a loss may be forced to
reduce staff, limit patient services, file bankruptcy or close
their doors completely.

"The new jobs report confirms what seniors, caregivers, AARP and
so many others have been concerned about -- that this deep 14
percent cut will negatively impact millions of American seniors,
their families and needed healthcare jobs," said Eric Berger, CEO
of the Partnership for Quality Home Healthcare.  "In fact, nearly
500,000 hard working Americans are employed and nearly 1.5 million
homebound seniors are served by the 'approximately 40 percent' of
all home health agencies that the Administration has admitted will
operate at a loss as a result of this cut."

The Partnership is urging the Administration to reexamine the
Obamacare cut and preserve the ability of homebound seniors to
receive clinically effective healthcare in the comfort, dignity
and safety of their own homes.  The nation's home health community
has asked the Secretary of Health and Human Services (HHS) to
conduct the detailed analyses required by law and to use her
authority under Section 1871 of the Social Security Act to
moderate the rebasing cut to protect seniors' access to home
health and hundreds of thousands of valuable American jobs.

The Medicare home health benefit is widely recognized as
clinically advanced, cost-effective and patient preferred.
Medicare home health services are delivered to approximately 3.5
million Medicare beneficiaries, who are documented as being
poorer, older, sicker, and more likely from a minority population
than other Medicare beneficiaries.

The Partnership for Quality Home Healthcare --
http://www.homehealth4america.org-- was established to assist
government officials in ensuring access to skilled home healthcare
services for seniors and disabled Americans.  Representing
community- and hospital-based home healthcare agencies across the
United States, the Partnership is dedicated to developing
innovative reforms to improve the quality, efficiency and
integrity of home healthcare.


* New Ratings Agency Hopes to Compete With Big 3 Outside U.S.
-------------------------------------------------------------
Chad Bray, writing for The New York Times' DealBook, reported that
challlengers have come and gone, but no viable alternative has
emerged to supplant the so-called Big 3 credit rating agencies
when it comes to international debt financing.

According to the report, a group of smaller credit rating agencies
outside the United States now think they have come up with a
solution by focusing on midsize companies in Europe and the
emerging markets.

On Jan. 16, five credit rating agencies in Portugal, Brazil,
India, Malaysia and South Africa introduced Arc Ratings, a service
they think will give up-and-coming companies access to the capital
markets outside their home countries, the report related.

Executives at the new company acknowledge that they have a long
way to go to take business away from the United States-based
rating agencies Standard & Poor's, Fitch Ratings and Moody's
Investors Service, the report said.

But they think they will succeed by focusing on the next
generation of large companies by offering them access to
international capital, the report further related.


* AlixPartners Promotes 11 Professionals to Managing Director
-------------------------------------------------------------
AlixPartners has recently promoted 11 professionals to Managing
Director in its firm.

"At AlixPartners, we care about results because our clients care
about results, and we reward our people for delivering exceptional
value to clients.  The following 11 professionals were recently
promoted to Managing Director in our firm.  They have advanced for
many reasons?but primarily for their track records of guiding
clients to soaring successes.  We're very proud of these 11, and
we also know that they're just getting started," AlixPartners
said.

AlixPartners' newest Managing Directors are:

Andrea Alghisi
Enterprise Improvement, Milan

Nicolas Beaugrand
Enterprise Improvement, Paris

Bill Choi
Financial Advisory Services, Los Angeles

Michael Dorn
Turnaround & Restructuring, Munich

Bill Ebanks
Enterprise Improvement, Dallas

Jens Haas
Turnaround & Restructuring, Munich

Amir Hosseini
Information Management Services, Paris

Florent Maisonneuve
Enterprise Improvement, Paris

Giacomo Mori
Enterprise Improvement, Milan

Vineet Sehgal
Information Management Services, New York

Mark Wakefield
Enterprise Improvement, Detroit

AlixPartners is a global business advisory firm of results-
oriented professionals who specialize in creating value and
restoring performance at every stage of the business life cycle.


* Greenberg Glusker Names Bob Baradaran as Managing Partner
-----------------------------------------------------------
Greenberg Glusker on Jan. 15 disclosed that Bob Baradaran, 42, a
partner in the Firm's Real Estate Transactional Group, has been
elected to serve as its new Managing Partner, becoming just the
fifth managing partner since its founding in 1959.

"I am honored that my partners have chosen me to guide our firm as
it continues its evolution and growth, while maintaining its focus
on providing clients with strategic business counsel on a wide
range of legal and financial matters," said Mr. Baradaran.

Mr. Baradaran succeeds entertainment, video gaming, and new media
litigation partner, Stephen Smith.  Mr. Smith led the firm in a
period of significant growth, recruiting key lateral partners and
significantly expanding the Firm's Corporate, Bankruptcy, and
Litigation practices.

Mr. Baradaran's election as Managing Partner also marks the return
of a transactional partner to Greenberg Glusker's helm after 20
years, reflecting the Firm's success in mentoring and developing
its next generation of deal makers.  Like Entertainment Group
Chair, Matt Galsor, who becomes the newest member elected to the
Management Committee, Mr. Baradaran is a member of a group of
younger transactional partners who have taken on leadership roles
and established successful practices, after being groomed by
senior members of the Firm.

"Greenberg Glusker has long played a key role within the Los
Angeles business community and beyond, and I'm excited to further
that important legacy in the years to come," said Mr. Baradaran.

Mr. Baradaran advises some of the most recognizable companies in
the real estate, sports, and entertainment industries on their
real estate and general legal matters.  He was named to the Los
Angeles Business Journal's "Who's Who in Real Estate Law" list
that recognized the top real estate lawyers in Los Angeles County
for 2013, which noted that he "regularly represents clients in
complex, high-profile real estate transactions."

Mr. Baradaran earned his undergraduate degree in Business
Administration from the USC Marshall School of Business and his
and law degree from the USC School of Law.  He joined Greenberg
Glusker in 1998 and has served on the Management Committee since
2010.

Also joining Messrs. Baradaran, Smith and Galsor on the five-
member management committee are: Bonnie Eskenazi and Norman
Levine, partners in the Litigation Practice Group who were
reelected to the committee.

                     About Greenberg Glusker

For nearly 55 years, Greenberg Glusker ---
http://www.GreenbergGlusker.com-- has held a unique position in
Los Angeles as a full-service law firm.  Greenberg Glusker
maximizes client potential by providing strategic business and
legal counsel in matters involving bankruptcy, corporate,
employment, entertainment, environmental, intellectual property,
litigation, real estate, taxation and trusts and estates.


* Huron Briefing Addresses Board as Agent of Change in Turnarounds
------------------------------------------------------------------
A successful turnaround requires experienced leadership that can
execute well-defined, targeted goals.  With such high stakes,
proven professionals should be enlisted to support the make-or-
break turnaround process.  Huron Consulting Group on
Jan. 14 released a briefing entitled, "The Board of Directors as
an Agent of Change in Turnarounds", that details how corporate
governance tools can be used to evolve a Board's role as
fiduciaries into active drivers of the company's financial
recovery.

"Standard corporate governance documents are generally sufficient
for a stable, growing business, but the uncertain nature of a
turnaround necessitates that a Board, in conjunction with key
stakeholders, review the company's original Board charter and
bylaws and modify them to suit current and anticipated needs,"
said Ray Anderson, managing director, Huron Consulting Group.
"The modified governance architecture should be more granular in
approach, with a laser-like focus on accomplishing the goals of
the turnaround."

As detailed in the report, companies should begin by clearly
defining their Boards' enhanced responsibilities.  This includes
observation rights by capital providers and other stakeholders,
enhanced voting rules, and rules related to retention or discharge
of specific parties.  The report also recommends that a thorough
examination of the company's current Board for the skills and
experience necessary in a turnaround, such as expertise in
finance, operations, sales, turnaround, and restructuring, should
follow.  Companies should also weigh the benefits of hiring a
Chief Restructuring Officer.

"A CRO's objectivity and insights can be crucial in managing the
operating and financial metrics needed to measure and gauge the
progress of a turnaround," said Hugh Sawyer, managing director,
Huron Consulting Group.  "A successful turnaround requires
experienced leadership that can execute well-defined goals to
preserve and enhance enterprise value."

A copy of the full briefing is available at http://is.gd/HK9N7n

Huron provides financial advisory, restructuring and turnaround,
interim management, valuation, forensic and litigation, and
operational improvement consulting services to companies in
transition, boards of directors and investors and lenders.  The
Company also consistently ranks among the Top Crisis Management
Firms and has been selected as an Outstanding Turnaround Firm by
Turnarounds & Workouts every year for the past 10 years.


* Pryor Cashman Promotes Seth Lieberman to Partner
--------------------------------------------------
Pryor Cashman LLP announced that Seth H. Lieberman has been
promoted to partner in the firm's Bankruptcy, Reorganization and
Creditors' Rights Group.

Mr. Lieberman focuses his practice on both bankruptcy litigation
and appeals as well as counseling and supporting corporate clients
in various commercial and business transactions.



* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/x8Gesf

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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