TCR_Public/140120.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 20, 2014, Vol. 18, No. 19

                            Headlines

1250 OCEANSIDE PARTNERS: Wins Court Approval of DIP Loan Amendment
30DC INC: Posts $736,838 Net Income in Fiscal First Quarter
7501 EDMUND: Voluntary Chapter 11 Case Summary
801 HIALEAH DRIVE: Case Summary & 20 Largest Unsecured Creditors
ACTIVECARE INC: Incurs $25.9 Million Net Loss in Fiscal 2013

AMERICAN COMMERCE: Posts $30-K Net Loss for Nov. 30 Quarter
ARCHETYPE INC: Sold to Founder Carlino in Exchange for Debt
ARRIS GROUP: S&P Affirms 'BB-' CCR & Revises Outlook to Positive
ASCEND LEARNING: S&P Raises CCR to 'B-' & Puts Rating on Watch
ASTORIA GENERATING: S&P Raises Corporate Credit Rating to 'B'

ATRIUM INNOVATIONS: Moody's Assigns 'B3' CFR; Outlook Stable
BAY AREA FINANCIAL: Hires Creim Macias as Chapter 11 Counsel
BEACON SHINE: Case Summary & Largest Unsecured Creditor
BERRY PLASTICS: S&P Revises Outlook to Positive & Affirms 'B' CCR
BIOLIFE SOLUTIONS: Preliminary 2013 Revenue Grows to $9 Million

BUEL INC: Case Summary & 20 Largest Unsecured Creditors
CAAM LLC: Voluntary Chapter 11 Case Summary
CASPIAN SERVICES: Haynie & Company Raises Going Concern Doubt
CELL THERAPEUTICS: 2014 Outlook & Recent Drug Portfolio Progress
CHAMBLISS RENTALS: Voluntary Chapter 11 Case Summary

CHINA BAK: Crowe Horwath (HK) CPA Raises Going Concern Doubt
CHRISTIAN BROTHERS: Chapter 11 Plan Confirmed
CLOUD MEDICAL: Going Concern Doubt Raised in 2012 Results
CNTS LEASING: Voluntary Chapter 11 Case Summary
COMPUTER GRAPHICS: De Joya Griffith Raises Going Concern Doubt

CONNOLLY LLC: Moody's Affirms B2 CFR & Rates First Lien Debt B2
CONNXTION ENTERTAINMENT: Voluntary Chapter 11 Case Summary
CRAIG ANTELL DO: Voluntary Chapter 11 Case Summary
CREDIT ACCEPTANCE: Moody's Affirms B1 CFR & Rates Sr. Notes B1
CREDIT ACCEPTANCE: S&P Affirms 'BB' Issuer Credit Rating

DAYBREAK OIL: Has $411-K Net Loss for Nov. 30 Quarter
DETROIT, MI: Officials Scramble on Financing
DETROIT, MI: Petition to Remove Mayor From Office Denied
DD FREED: Files Chapter 11 in Maryland District
DETROIT, MI: Issues Statement on Post-Petition Financing Decision

DOTS LLC: Prepares for Possible Bankruptcy Filing
DOWNTOWN PHOENIX: Moody's Retains Ba1 Rating on Sr. Revenue Bonds
DUPAGE NAT'L BANK: FDIC Named as Receiver; RBoC Assumes Deposits
DUPONT FABROS: Moody's Affirms 'Ba1' CFR; Outlook Stable
DURSHUN INC: Voluntary Chapter 11 Case Summary

EARTHLINK HOLDINGS: S&P Assigns 'B' CCR & Rates $300MM Notes 'B+'
EASTCOAL INC: Enters Into Share Purchase Agreement with Gramsico
FINCO INC: Voluntary Chapter 11 Case Summary
FISKER AUTOMOTIVE: Taps Marc Beilinson as CRO
FISKER AUTOMOTIVE: Panel Taps Brown Rudnick as Co-Counsel

FISKER AUTOMOTIVE: Panel Hires Emerald Capital as Advisors
FISKER AUTOMOTIVE: Hires Kirkland & Ellis as Attorneys
FISKER AUTOMOTIVE: Court Denies Bid to Estimate WARN Claim at $0
FISKER AUTOMOTIVE: Hybrid Wants Expedited Appeal from Bid Limits
FLETCHER INCOME: Chapter 15 Case Summary

FREEDOM INDUSTRIES: Voluntary Chapter 11 Case Summary
FREEDOM INDUSTRIES: Files for Bankruptcy Protection
FRIENDSHIP DAIRIES: Jan. 22 Hearing to Reverse AgStar Order
GARLOCK SEALING: Sues Prominent Law Firms for Asbestos Fraud
GENERAL AUTO: Tonkon Torp Defends Claim to $404,242 in Fees

GENERAL MOTORS: Sets Pay for Executive Team
GETTY IMAGES: Bank Debt Trades at 5% Off
GOLDKING HOLDINGS: Court Okays Incentive Plan
GOLDKING HOLDINGS: Employment Agreement With Lantana Oil Rejected
GOLDKING HOLDINGS: Gets Final Approval to Incur DIP Financing

GRAND CENTREVILLE: Wells Fargo Balks at Exclusivity Extensions
GREATER FAITH ASSEMBLY: Voluntary Chapter 11 Case Summary
GSE HOLDINGS: Moody's Cuts CFR & 1st Lien Facility Ratings to Caa2
GYMBOREE CORP: Bank Debt Trades at 3% Off
HONEYCLIFF LTD: Voluntary Chapter 11 Case Summary

IANNOPOLLO ASSOCIATES: Voluntary Chapter 11 Case Summary
IMPULSE LLC: Files for Chapter 11 Reorganization
INTERFAITH MEDICAL: Jan. 27 Hearing on Exclusivity Extensions
JEFFERSON DEVELOPMENT: Voluntary Chapter 11 Case Summary
KCD IP: Moody's Reviews B2 Rating on Cl. A Notes for Downgrade

LANDAUER CARE: Management Services Agreement With LMI DME Approved
LEIX CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors
LIGHTSQUARED INC: Lenders Wish to Proceed with Plan Confirmation
LIGHTSQUARED INC: LBAC Seeks Declaration on Termination of Bid
LILY GROUP: Asks Court to Approve Redwine as Stalking Horse Bidder

LOCATION BASED TECHNOLOGIES: Has $1.05-Mil. Loss in First Quarter
LONGVIEW POWER: Kvaerner Balks as Exclusivity Extension
M*MODAL INC: Bank Debt Trades at 14% Off
MORGANS HOTEL: JPMorgan Stake Down to 1.2% as of Dec. 31
MRI SOFTWARE: Moody's Assigns 'B3' Corp. Family Rating

MTS LAND: 3rd Amended Plan Declared Effective in December
NATIONAL MENTOR: Moody's Affirms B3 CFR & Rates Sr. Facilities B1
NEW LIFE: Meeting of Creditors Scheduled for Feb. 5
NEXT 1 INTERACTIVE: Delays Form 10-Q for Nov. 30 Quarter
NITRO PETROLEUM: Posts $189-K Net Income in Oct. 31 Quarter

NNN 3500: Jan. 22 Hearing on Aliniazee Hiring as CRO
OCEANSIDE MILE: Creim Macias Approved as Reorganization Counsel
OCZ TECHNOLOGY: Toshiba Wins Approval to Take Over Firm for $35MM
PALOMAR HEALTH: Fitch Affirms 'BB+' Rating; Outlook to Negative
PARADISE HOSPITALITY: Post-Confirmation Plan Changes Not Valid

PARK TAHOE: Case Summary & 20 Largest Unsecured Creditors
PATHEON INC: S&P Lowers CCR to 'B' and Removes Rating from Watch
PETRON PACIFIC: Files for Chapter 7 Liquidation
PLEXTRONICS INC: Case Summary & 20 Largest Unsecured Creditors
PREMIER BANCSHARES: Case Summary & 10 Largest Unsecured Creditors

PREMIER GOLF: Jan. 27 Hearing on Case Dismissal & FENB Settlement
PRM FAMILY: Jan. 28 Hearing to Approve Private Asset Sales
PRM FAMILY: Court Approves Extension of Lease Decision Period
PRM FAMILY: Can Access CNG's Cash Collateral Until March 2
PRM FAMILY: Wins Approval to Obtain $1MM DIP Loan from CNG

QUALITY STORES: Supreme Court Hears Tax Issue From Chapter 11 Case
QUANTUM CORP: Expects $145MM to $146MM of Revenue in 4th Quarter
RANDY R. PITT: Voluntary Chapter 11 Case Summary
REDE ENERGIA: Chapter 15 Case Summary
RIH ACQUISITION: Court OKs $2.1MM Key Employee Incentive Plan

ROCKWALL INTERIORS: Files for Chapter 7 Liquidation
SAN BERNARDINO, CA: Has Until April 15 to Decide on Leases
SAUTER & ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
SCOTTSDALE VENETIAN: FNB Balks at Plan Doc; Feb. 11 Hearing Set
SEGA BIOFUELS: May Assume Lease With Deere Credit

SEGA BIOFUELS: Heritage Bank Wants Priority of Payment Determined
SUMMIT ACADEMY: S&P Affirms 'BB' Bond Rating; Outlook Negative
SUNTECH POWER: Receives NYSE Continued Listing Standards Notice
TELETOUCH COMMUNICATIONS: Tiger to Conduct Online Sale on Jan. 23
TLC HEALTH: Trustee Adjourns Meeting of Creditors to Feb. 24

TLC HEALTH: Jan. 22 Hearing on Further Access to Cash Collateral
TLC HEALTH: U.S. Trustee Forms Three-Member Creditors Committee
TOYS R US: Bank Debt Trades at 12% Off
TRANSGENOMIC INC: Stockholders OK 2 Proposals at Special Meeting
TXU CORP: 2014 Bank Debt Trades at 29% Off

TXU CORP: 2017 Bank Debt Trades at 29% Off
UNIVISION COMMUNICATIONS: Moody's Rates New Secured Term Loan 'B2'
UPPER VALLEY: Files Schedules of Assets and Liabilities
VAIL LAKE: Has Until Jan. 31 to File Chapter 11 Plan
VAN BUREN HOMES: Voluntary Chapter 11 Case Summary

VERMONT HOUSING: S&P Revises Outlook to Pos. & Affirms BB+ Rating
VISIONCHINA MEDIA: Obtains Extension of Revolving Credit Facility
VERITY CORP: Bongiovanni & Associates Raises Going Concern Doubt
VWR FUNDING: S&P Assigns 'B+' Rating to Proposed Sr. Secured Loans
WPCS INTERNATIONAL: Holders Convert $264,313 Notes to Shares

WVSV HOLDING: Opposes Confirmation of 10K's Proposed Plan
W.R. GRACE: To Release Fourth Quarter 2013 Results on Feb. 5
XZERES CORP: Posts $2.36-Mil. Loss in Nov. 30 Quarter
YRC WORLDWIDE: Reaches Tentative Pact with Teamsters
Z TRIM HOLDINGS: Edward Smith Holds 64.9% Equity Stake

* Doctor Says He Leaked Data to SAC Ex-Trader Martoma
* Moody's Sees Lower Investor Recoveries for Second Lien Debt
* Moody's Says Outlooks for Newspapers, Shipping, Electronics Neg.

* Supreme Court Waiver Case May Have Broad Effect

* BOND PRICING -- For the Week From Jan. 13 to 17, 2014


                             *********


1250 OCEANSIDE PARTNERS: Wins Court Approval of DIP Loan Amendment
------------------------------------------------------------------
U.S. Bankruptcy Judge Robert Faris approved the latest amendment
to the debtor-in-possession loan agreement between 1250 Oceanside
Partners and Sun Kona Finance I, LLC.  The amended loan agreement
requires Sun Kona to make advances to the company and its
affiliated debtors in the total amount of $4 million.

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.


30DC INC: Posts $736,838 Net Income in Fiscal First Quarter
-----------------------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of
$736,838 on $2.03 million of total revenue for the three months
ended Sept. 30, 2013, as compared with a net loss of $46,195 on
$449,739 of total revenue for the same period a year ago.

As of Sept. 30, 2013, the Company had $4.22 million in total
assets, $2.68 million in total liabilities and $1.53 million in
total stockholders' equity.

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

                        http://is.gd/MdSU3i

                           About 30DC Inc.

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

30DC, Inc., reported a net loss of $407,642 on $1.97 million of
total revenue for the year ended June 30, 2013, following net
income of $32,207 on $2.91 million of total revenue for the year
ended June 30, 2012.

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


7501 EDMUND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 7501 Edmund, LLC
        7501 Edmund Street
        Philadelphia, PA 19139

Case No.: 14-10422

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Eric L. Frank

Debtor's Counsel: Dimitri L. Karapelou, Esq.
                  LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, Pa 19103
                  Tel: 215-391-4312
                  Fax: 215-391-4350
                  Email: dkarapelou@karapeloulaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ken Schutz, president of Fixtureone
Corporation, sole member of the Debtor.

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


801 HIALEAH DRIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 801 Hialeah Drive, LLC
        3060 South Miami Avenue
        Miami, FL 33129

Case No.: 14-11087

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay Cristol

Debtor's Counsel: Robert P. Charbonneau, Esq.
                  EHRENSTEIN CHARBONNEAU CALDERIN
                  501 Brickell Key Dr #301
                  Miami, FL 33131
                  Tel: (305) 722-2002
                  Fax: (305) 722-2001
                  Email: rpc@ecccounsel.com

Total Assets: $741

Total Liabilities: $2.43 million

The petition was signed by Beatriz R. Anton, managing member.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-11087.pdf


ACTIVECARE INC: Incurs $25.9 Million Net Loss in Fiscal 2013
------------------------------------------------------------
ActiveCare, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common stockholders of $25.95 million on $11.39
million of total revenues for the year ended Sept. 30, 2013, as
compared with a net loss attributable to common stockholders of
$12.42 million on $1.05 million of total revenues during the prior
fiscal year.

The Company's balance sheet at Sept. 30, 2013, showed $12.37
million in total assets, $13.16 million in total liabilities and a
$791,311 total stockholders' deficit.

Tanner LLC, 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 recurring losses, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, 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/nn07lG

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.


AMERICAN COMMERCE: Posts $30-K Net Loss for Nov. 30 Quarter
-----------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $30,671 on $627,456 of revenues for the
three months ended Nov. 30, 2013, compared to a net loss of
$50,462 on $617,157 of revenues for the same period in 2012.

The Company's balance sheet at Nov. 30, 2013, showed $4.9 million
in total assets, $3.66 million in total liabilities, and
stockholders' equity of $1.24 million.

"The Company has incurred substantial operating losses since
inception and has used approximately $37,100 of cash in operations
for the nine months ended Nov. 30, 2013.  Additionally, the
Company is in default on several notes payable.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern," American Commerce said in the regulatory filing.

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

                        http://is.gd/siPDMI

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.


ARCHETYPE INC: Sold to Founder Carlino in Exchange for Debt
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Archetype Inc., a website that provided content based
on Carl Jung's teachings, is being sold to founder Cristina
Carlino in exchange for debt.

According to the report, there were no competing bids at an
auction for the site scheduled by the bankruptcy court in
Delaware.  The judge approved the sale on Jan. 14.

The report relates that Carlino bought the New York-based company
in exchange for $7.33 million in secured notes.  She also provided
$1.25 million in financing for the Chapter 11 effort.

                       About Archetype Inc.

Archetype Inc., the creator of a Web site that delivers
personalized content to users derived from their individual
"personas" based on Carl Jung's philosophy of archetypes, sought
bankruptcy protection (Bankr. D. Del. Case No. 13-bk-12874) on
Nov. 1, 2013, after a fundraising effort failed.

The New York-based company estimated debt of as much as $50
million and assets of as much as $10 million.

Archetype was forced to enter bankruptcy after a liquidity crisis
left it unable to and pay debt and fund operations.

Archetype, which was listed as one of Time Inc.'s 10 New York
startups to watch in 2013, attempted to generate $20 million
through an equity offering earlier this year.

Cristina Carlino, the founder of Philosophy Inc., the maker of the
eponymous cosmetic products line, owns most of Archetype's equity
and debt.  Carlino is also the company's executive chairman.

The Debtor is represented by Robert W. Mallard, Esq., at Dorsey &
Whitney (Delaware) LLP, in Wilmington, Delaware.


ARRIS GROUP: S&P Affirms 'BB-' CCR & Revises Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Arris Group Inc. and revised its rating outlook
to positive from stable.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's first-lien term loans and revolving credit facility.
The recovery rating on this debt is unchanged at '3', indicating
S&P's expectation for meaningful recovery (50% to 70%) for lenders
in the event of payment default.

"The outlook revision to positive reflects our expectation that
Arris will continue to achieve revenue and earnings growth, with
leverage declining to the mid-2x area over the coming year," said
Standard & Poor's credit analyst John Moore.

The ratings on Arris reflect S&P's assessment of the company's
business risk profile as "fair" and financial risk profile as
"aggressive."  Given favorable customer premise equipment (CPE)
industry demand and Arris' significant product development
investments made to date, S&P expects Arris will restore revenue
growth over the coming year.

Arris' fair overall competitive position results from S&P's
assessment of Arris' satisfactory position within its markets and
its high volatility of profitability.  S&P views Arris' EBITDA
margins of about 12% as average for the hardware sector.

With the Motorola Home acquisition, Arris' revenues and employees
more than tripled, representing about $1.1 billion in revenues and
6,500 employees for three months ended Sept. 30, 2013.  The
acquisition provides the company with a substantial set top box
products business, representing about 50% of revenues, and
enhances its position in global CPE and home networking markets.
Client concentration remains significant, however, with
Arris/Motorola Home's five largest clients representing about 50%
of revenues.

Considering Arris' substantial presence within CPE markets and
positive CPE industry growth prospects, supported by an industry
migration to internet protocol technology, S&P expects Arris will
achieve low- to mid-single-digit organic revenue growth over the
coming year.  The company's revenue declines, pro forma for
Motorola Home, have moderated to about flat performance in the
three months ended Sept. 30, 2013, indicative of Arris' improving
business conditions.

EBITDA margins have declined by about 200 basis points from 12%
over the past year, as a result of increased sales of lower-margin
Motorola Home products.  Notwithstanding, S&P expects EBITDA
margins will rise to about 12% over the coming year, supported by
favorable industry growth prospects and the company's pending new
product introductions.

The ratings reflect Arris' leverage, which S&P expects to decrease
to about 2.5x over the coming year, as it continues to focus on
debt reduction and the integration of Motorola Home.  S&P nets
surplus cash against debt and calculate surplus cash as 75% of the
company's reported cash and investments.  Based on the company's
high cash flow volatility, S&P adjusts its calculation of leverage
one category weaker, resulting in its financial risk profile
assessment of aggressive.  S&P views the industry risk as
"moderately high" and the country risk as "low."  In S&P's
assessment, the company's management and governance is "fair."


ASCEND LEARNING: S&P Raises CCR to 'B-' & Puts Rating on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. health care-related educational services provider
Ascend Learning LLC to 'B-' from 'CCC', and placed the ratings on
CreditWatch with positive implications.

In addition, S&P raised its issue-level rating on the company's
existing first-lien senior secured debt to 'B-' from 'CCC' and
placed the rating on Watch positive.  The '3' recovery rating on
this debt remains unchanged.  S&P also raised its issue-level
rating on the company's existing second-lien senior secured debt
to 'CCC' from 'CC'.  The recovery rating on this debt remains '6'.

At the same time, S&P assigned Ascend Learning LLC's $445 million
credit facility its 'B' issue-level rating (at the same level as
the corporate credit rating), with a recovery rating of '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  The facility
consists of a $405 million term loan due 2019 and a $40 million
revolving credit facility due 2019.

The company will use proceeds to refinance the company's existing
revolving credit facility, first-lien term loan, and second-lien
term loan.  The transaction will extend debt maturities and reduce
interest expense.

The rating action reflects improving operating performance and
reduced debt leverage that has exceeded S&P's expectations.  S&P
expects revenues and EBITDA will increase at a mid-single-digit
percent rate in 2014, given solid end-market demand, and that
adjusted debt leverage will remain below 6x.  S&P also anticipates
that the company will be able to maintain a sufficient margin of
compliance with financial covenants, including the relaxed
leverage step-down schedule, following completion of the
refinancing as proposed.  S&P assess the company's management and
governance as "fair."  S&P believes that the company has largely
addressed strategic execution missteps and an abrupt shift in
prior management's growth strategy through the hiring of an
interim CEO in early-2013 and a permanent CEO in February 2014.


ASTORIA GENERATING: S&P Raises Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Astoria Generating Co. Acquisitions LLC to 'B'
from 'B-'.  At the same time, S&P raised its issue rating on the
company's $580.1 million first-lien credit facility consisting of
a $550 million term loan due October 2017 and a $30.1 million
revolving facility due April 2017 to 'B+' from 'B'.

S&P removed all ratings from CreditWatch, where it placed them
with positive implications Sept. 11, 2013.  The outlook is stable.
The recovery rating on the first-lien credit facility is '2',
indicating a substantial recovery (70% to 90%) if a default
occurs.

S&P mainly bases its upgrade on the substantial recovery of
capacity prices in the past 12 months and S&P's view of a low
probability of the company being releveraged beyond 5x due to
S&P's assessment of the new owner's financial policy and the
financial covenants in place.

"In addition, the company's revised operating plan has led to
significantly reduced expenses and enhanced cash flows," said
Standard & Poor's credit analyst Trevor D'Olier-Lees.

The improvement in financial measures leads S&P to assess Astoria
Gen's financial risk profile as "aggressive", whereas previously
it had been "highly leveraged".

The stable outlook reflects S&P's expectation that there is a low
probability of the company being releveraged beyond 5x following
its assessment of Tenaska Capital management's financial policy
and its baseline forecast of the company's core cash flow and
leverage metrics.  S&P expects consolidated FFO to debt to be
around 12.7% and a debt to EBITDA ratio of 4x for the next two
years.


ATRIUM INNOVATIONS: Moody's Assigns 'B3' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned ratings to Atrium Innovations
Inc. consisting of a B3 corporate family rating ("CFR"), B3-PD
probability of default rating, B2 ratings to the company's
proposed revolving credit facility and first lien term loans, and
a Caa2 rating to its proposed second lien term loan. The ratings
outlook is stable. This is the first time Moody's has assigned
ratings to Atrium.

Net proceeds from the term loans ($625 million) together with
equity contribution ($443 million) from Atrium's financial
sponsors, Permira Funds, Fonds de solidarit‚ FTQ and Caisse de
d‚p“t et placement du Qu‚bec, will be used to fund the going-
private transaction ($714 million), repay existing debt ($290
million), while $30 million will be used to boost liquidity. The
new $75 million revolving credit facility will be undrawn at
close.

Ratings Assigned:

Atrium Innovations Inc.

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$75 million revolving credit facility due 2019, B2 (LGD3, 34%)

$300 million first lien term loan due 2021, B2 (LGD3, 34%)

$125 million Euro-denominated first lien term loan due 2021, B2
(LGD3, 34%)

$200 million second lien term loan due 2021, Caa2 (LGD5, 85%)

Outlook:

Assigned as Stable

RATINGS RATIONALE

Atrium's B3 CFR primarily reflects high leverage (pro forma
adjusted Debt/ EBITDA of about 6.5x) and small revenue size
relative to key rated peers, the specialized niche attributes of
some of its products, and exposure to increasing regulation and
rising compliance costs. Competition in the vitamin, mineral, and
supplement ("VMS") industry is increasing as large pharmaceutical
and consumer packaged goods ("CPG") companies are expanding their
coverage. However, Atrium's good market position in the growing
healthcare practitioner and health food store channels are
somewhat insulated as these larger competitors have been focusing
more on the mass market retail channel where Atrium does not
participate. The rating considers the good long term industry
growth prospects due to aging population and increasing attention
to health and wellness, although the industry's occasional product
safety recalls and exposure to product liability claims are
offsetting factors. The rating also considers the company's
relatively resilient business that generates good EBIT margins and
positive free cash flow that Moody's expects will be used to repay
debt and reduce leverage.

Moody's views Atrium's liquidity position as good, with pro forma
cash of $30 million, annual free cash flow in excess of $30
million, and full availability under its new $75 million revolver.
Atrium's mandatory debt repayments are limited to term loan
amortizations of $4.25 million annually for the next five years.
The revolver has no applicable financial covenant unless drawings
plus outstanding letters of credit exceed 25%, at which point a
total leverage covenant comes into effect. Moody's expects the
covenant level to have cushion in excess of 25% if applicable.

The outlook is stable because Moody's expects Atrium to generate
modest earnings growth and use its free cash flow to reduce
leverage through the next 12 to 18 months.

The rating could be upgraded if Atrium maintains its strong EBIT
margins and sustains adjusted Debt/EBITDA below 6x and EBIT/
Interest above 2x. The rating could be downgraded if Atrium's
liquidity position worsens possibly due to negative free cash flow
generation or if adjusted Debt/EBITDA is sustained towards 7x and
EBIT/ Interest below 1.25x.

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

Atrium Innovations Inc. develops, manufactures and markets natural
health products and dietary supplements mostly in North America
and Europe. Revenue for the twelve months ended September 30, 2013
was $472 million. Atrium is headquartered in Westmount, Quebec,
Canada.


BAY AREA FINANCIAL: Hires Creim Macias as Chapter 11 Counsel
------------------------------------------------------------
Bay Area Financial Corporation seek authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Creim Macias Koenig & Frey, LLP as Chapter 11 counsel, nunc pro
tunc to Dec. 9, 2013.

The Debtor requires Creim Macias to:

   (a) advise the Debtor with regard to the requirements of the
       Bankruptcy Court, Bankruptcy Code, FRBP, LBR and the Office
       of the U.S. Trustee as they pertain to the Debtor;

   (b) advise the Debtor with regard to certain rights and
       remedies of its bankruptcy estate and the rights, claims
       and interests of creditors;

   (c) assist the Debtor with the negotiation, documentation and
       any necessary Court approval of transactions disposing of
       property of the estate;

   (d) represent the Debtor in any proceeding or hearing in the
       Bankruptcy Court involving the estate unless the Debtor is
       represented in such proceeding or hearing by other special
       counsel;

   (e) conduct examinations of witnesses, claimants or adverse
       parties and representing the Debtor in any adversary
       proceeding except to the extent that any such adversary
       proceeding is in an area outside Creim Macias' expertise or
       which is beyond Creim Macias' staffing capabilities;

   (f) prepare and assist the Debtor in the preparation of
       reports, applications, pleadings and orders including, but
       not limited to, applications to employ professionals,
       interim statements and operating reports, initial filing
       requirements, schedules and statement of financial affairs,
       financing pleadings and pleadings with respect to the
       Debtor's use, sale or lease of property outside the
       ordinary course of business;

   (g) assist the Debtor in the negotiation, formulation,
       preparation and confirmation of a plan of
       reorganization/liquidation and the preparation and approval
       of a disclosure statement in respect of the Plan; and

   (h) perform any other services which may be appropriate in
       Creim Macias' representation of the Debtor during the
       Debtor's bankruptcy case.

Creim Macias will be paid at these hourly rates:

       Partners and Of Counsel
       -----------------------
       Sandford L. Frey                $595
       Stuart I. Koenig                $595
       Richard C. Macias               $595
       William B. Creim                $595

       Associates, Law Clerks and Paralegals
       -------------------------------------
       Kim R. Gundlach                 $350
       Marta C. Wade                   $275
       Kelli Nielsen                   $175

Creim Macias will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In connection with its pre-petition services, Creim Macias
received the pre-petition retainer from the Debtor in the amount
of $61,467.  Creim Macias' billing department verified that Creim
Macias provided legal services to the Debtor for the immediate
billing period prior to the filing of the Chapter 11 petition in
the amount of $31,467, which Creim Macias drew down from the pre-
petition retainer.  From the pre-petition retainer, the amount of
$1,213 was also used for the filing fees for this case.  As of the
petition date, after deducting the forgoing amounts, the balance
on the Chapter 11 retainer was $28,787.

Sandfordd L. Frey, partner of Creim Macias, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Creim Macias can be reached at:

       Sandford L. Frey, Esq.
       CREIM MACIAS KOENIG & FREY LLP
       633 West Fifth Street, 51st Floor
       Los Angeles, CA 90071
       Tel: (213) 614-1944
       Fax: (212) 614-1961
       E-mail: sfrey@cmkllp.com

                    About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

The petition lists assets and debt both exceeding $10 million.
Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.


BEACON SHINE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Beacon Shine, LLC
        6815 Baird Avenue #100
        Reseda, CA 91335

Case No.: 14-10246

Chapter 11 Petition Date: January 15, 2014

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

Judge: Hon. Alan M. Ahart

Debtor's Counsel: Frank X Ruggier, Esq.
                  PRICE LAW GROUP APC
                  15760 Ventura Blvd Ste 1100
                  Encino, CA 91436
                  Tel: 818-995-4540
                  Fax: 818-995-9277
                  Email: frank@pricelawgroup.com

Total Assets: $2.30 million

Total Liabilities: $2.20 million

The petition was signed by Nami Marandi, managing member.

The Debtor listed the Franchise Tax Board as its largest unsecured
creditor holding a claim of $7,000.


BERRY PLASTICS: S&P Revises Outlook to Positive & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Evansville, Ind.-based plastic packaging producer Berry Plastics
Corp. to positive from stable.

At the same time, S&P affirmed its 'B' corporate credit rating on
the company.  S&P affirmed the 'B+' issue ratings on Berry's
existing first-lien senior debt.  The '2' recovery rating is
unchanged, and indicates S&P's expectation of substantial (70% to
90%) recovery in the event of a payment default.

S&P affirmed the 'CCC+' issue ratings on Berry's existing second-
lien and subordinated debt and on parent company Berry Plastics
Group Inc.'s senior unsecured debt.  The '6' recovery rating
indicates S&P's expectation of negligible (0% to 10%) recovery in
the event of payment default.

"The outlook revision reflects our expectation of modestly
improving operating trends supported by increased volumes and
manageable raw material costs," said Standard & Poor's credit
analyst Henry Fukuchi.  S&P also believes that management will
reduce debt by about 0.5x annually leading to an improvement in
Berry's financial profile at the same time it maintains adequate
liquidity.  S&P anticipates that this slight improvement in
operating performance and in leverage could warrant a modestly
higher rating.  S&P assumes, based on recent public comments, and
partly on the fact that ownership levels of the financial sponsor
(Apollo) have declined to about 30%, that management will be
supportive of the anticipated improvement in credit quality," S&P
said.

S&P's ratings on Berry reflect the risks associated with its high
debt leverage and growth-via-acquisition strategy, as well as its
"fair" business risk profile.  The ratings also incorporate S&P's
expectation of stable volumes, manageable raw materials costs,
ongoing cost-reduction efforts, positive free cash generation, and
debt reduction of about 0.5x annually in the next few years.

Berry is a leading producer of rigid plastic packaging products
for relatively stable dairy, food, beverage, health care, and
other consumer product applications.  It also manufactures
flexible packaging products, some of which serve more-cyclical end
markets. Berry is a leading supplier of plastic injection-molded
and thermoformed open-top containers, aerosol overcaps, drinking
cups, housewares, and closures for the food, beverage, and health
care industries.  EBITDA margins in the rigid-packaging business
have been attractive at 15% to 20%.  Berry's flexible packaging
offerings include various plastic film and adhesive products, such
as institutional can liners, plastic sheeting, retail trash bags,
stretch films, shrink films, and tapes.

The positive outlook reflects S&P's expectation that improving
economic conditions and consumer demand will result in improved
free cash generation that will gradually result in deleveraging at
about 0.5x annually.  S&P anticipates that Berry will continue to
undertake small bolt-on acquisitions as a part of its growth
strategy while balancing its objective of improving its financial
risk profile.

S&P could raise the ratings by one notch if adjusted debt to
EBITDA decreases to about 4.5x and FFO to total adjusted debt
increases to about 15% and remains consistent through the business
cycle.  This scenario could occur if EBITDA margins are maintained
at current levels while volumes increase by about 10% from current
levels.  In addition, for a higher rating, S&P would also need
greater clarity on future financial policy decisions related to
growth, acquisitions, and shareholder rewards.

S&P considers a downgrade unlikely at this time, given the
relative stability of most of Berry's end markets, sufficient
liquidity, and S&P's view that the company will not pursue large
leveraging acquisitions given its focus on de-leveraging.
However, S&P could lower the rating if price competition, weaker
operating results, or unexpected cash outlays related to capital
expansion or shareholder rewards deplete Berry's liquidity, such
that revolver availability declines significantly.  In addition,
S&P could lower the ratings if operating margins weaken by 300
basis points, or if volumes decrease by 20% or more from current
levels.


BIOLIFE SOLUTIONS: Preliminary 2013 Revenue Grows to $9 Million
---------------------------------------------------------------
BioLife Solutions, Inc., announced preliminary revenue of $9
million for the full year 2013.  This represents 58 percent growth
over 2012, driven by increased shipments to a large contract-
manufacturing customer and expanded adoption of CryoStor(R) freeze
media and HypoThermosol(R) storage/shipping media in clinical
trial stage cell-based regenerative medicine products and
therapies.

BioLife Solutions Chief Executive Officer, Mike Rice stated, "2013
was another great year for BioLife, made possible by the
dedication and commitment of our team, which demonstrated the
ability to execute both strategically and operationally.  Cell and
tissue-based regenerative medicine products and therapies have the
potential to transform the way life-threatening and debilitating
diseases are treated throughout the world.  With our proprietary
biopreservation media products now incorporated into over 100
clinical programs, BioLife has the potential to significantly grow
revenue and profits as our customers obtain regulatory approval
and commence manufacturing and distribution of their commercial
products."

The recently published visiongain Translational Regenerative
Medicine market research report forecasts that the regenerative
medicine market comprised of cell and gene therapies and tissue-
engineered products will grow to more than $23 billion by 2024.
BioLife's expects to participate in this market growth by
providing biopreservation media and precision thermal packaging
products used to store, freeze, ship, and administer clinical
cells and tissues to patients.

Rice continued, "In 2013, we continued to utilize our
manufacturing capacity to serve a select group of contract
manufacturing customers.  This part of our business grew
significantly over last year but contributes lower gross margin
than sales of our proprietary products.  We will continue to seek
additional opportunities to provide aseptic media formulation,
fill, and finish services on a contract basis while the
regenerative medicine market matures over the next several years."

On Dec. 16, 2013, BioLife announced that it had applied to trade
its common shares on the NASDAQ Capital Market(R), to be enabled
by a reverse stock split and the conversion of all debt into
common stock.

BioLife Solutions expects to file its 2013 10-K annual report by
Feb. 15, 2014.

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  As of
Sept. 30, 2013, the Company had $3.20 million in total assets,
$16.06 million in total liabilities and a $12.85 million total
shareholders' deficiency.


BUEL INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Buel, Inc.
        15 Blue Spruce Drive
        Candler, NC 28715

Case No.: 14-10026

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: Hon. George R. Hodges

Debtor's Counsel: Travis W. Moon, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 West Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6565
                  Fax: 704-944-0380
                  Email: tmoon@mwhattorneys.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert B. Watson, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb14-10026.pdf


CAAM LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: CAAM, LLC
        274 Madison Avenue, Suite 201
        New York, NY 10016

Case No.: 14-10074

Chapter 11 Petition Date: January 15, 2014

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Robert M. Hirsh, Esq.
                  ARENT FOX LLP
                  1675 Broadway
                  New York, NY 10019
                  Tel: 212-484-3900
                  Fax: 212-484-3990
                  Email: hirsh.robert@arentfox.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Craig Antell, managing member.

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


CASPIAN SERVICES: Haynie & Company Raises Going Concern Doubt
-------------------------------------------------------------
Caspian Services, Inc., filed with the U.S. Securities and
Exchange Commission on Jan. 14, 2014, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2013.

Haynie & Company, P.C., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that a
Company creditor has indicated that it believes the Company may be
in violation of certain covenants of certain substantial financing
agreements.  The financing agreements have acceleration right
features that, in the event of default, allow for the loan and
accrued interest to become immediately due and payable.  As a
result of this uncertainty, the Company has included the note
payable and all accrued interest as current liabilities at Sept.
30, 2013.  At Sept. 30, 2013, the Company had negative working
capital of approximately $66.63 million.

The Company reported a net loss of $11.83 million on $33.09
million of total revenues for the fiscal year ended Sept. 30,
2013, compared with a net loss of $15.95 million on $24.75 million
of total revenues in fiscal 2012.

The Company's balance sheet at Sept. 30, 2013, showed $80.54
million in total assets, $90.68 million in total liabilities, and
stockholders' deficit of $10.13 million.

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

                       http://is.gd/4boF7e

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

The Company's balance sheet at June 30, 2013, showed $81.44
million in total assets, $88.63 million in total liabilities and a
$7.19 million total deficit.

                        Bankruptcy Warning

In September 2011, the Company executed an agreement to
consolidate and restructure certain outstanding loans in the total
aggregate amount of $35,246 with an otherwise unrelated
individual.  Closing of the Loan Restructuring Agreement is
subject to a number of closing conditions, including among other
things, the Investor reaching agreement with the European Bank for
Reconstruction and Development to restructure certain EBRD
financing agreements with the Company.  Until the closing of the
Loan Restructuring Agreement, the restructured loans will be
treated as current liabilities.

The Company funded a portion of the construction of its marine
base through a combination of debt and equity financing with EBRD
pursuant to which EBRD provided $18,600 of debt financing and made
an equity investment in the marine base in the amount of $10,000
in exchange for a 22 percent equity interest in Balykshi.

"Should EBRD accelerate its loan or its put option or should the
Loan Restructuring Agreement with Investor not close, we would
have insufficient funds to satisfy our obligations to EBRD and or
to Investor, collectively or individually.  If we are unable to
satisfy those obligations, EBRD and/or Investor could seek any
legal remedy available to obtain repayment, including forcing the
Company into bankruptcy, or foreclosing on the loan collateral,
which, in the case of EBRD includes the marine base and other
assets and bank accounts of Balykshi and CRE, and in the case of
Investor includes other assets of the Company," the Company said
in its quarterly report for the period ended June 30, 2013.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and Investor and its ability to generate sufficient revenue from
operations, or to identify a financing source that will provide
the Company the ability to satisfy its repayment and guarantee
obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company added.


CELL THERAPEUTICS: 2014 Outlook & Recent Drug Portfolio Progress
----------------------------------------------------------------
Cell Therapeutics, Inc., announced a corporate update for 2014 in
addition to an overview of recent progress for its drug portfolio.

"We ended 2013 and have entered 2014 with a series of successes,
including a global strategic partnership for pacritinib, positive
reimbursement rulings in England/Wales and Germany for PIXUVRI,
the reacquisition of rights to PIXUVRI and Opaxio in order to
allow us to more efficiently move these programs forward and new
positive interim data for tosedostat," said James A. Bianco, M.D.
president and CEO of CTI.  "We expect to continue that momentum
with completion of the first of two Phase 3 clinical trials of
pacritinib in myelofibrosis and potential topline data later in
the year."

Progress Update

Pacritinib

   * In November 2013, CTI entered into a worldwide license
     agreement with Baxter International, Inc. (Baxter) to develop
     and commercialize pacritinib in which CTI and Baxter will
     jointly commercialize pacritinib in the United States and
     Baxter has exclusive commercialization rights for all
     indications outside the U.S.

   * The Phase 3 PERSIST-1 trial evaluating a broad set of
     myelofibrosis patients without limitations on blood platelet
     counts is currently enrolling patients.  CTI expects to
     report topline data in the second half of 2014.

   * A second Phase 3 trial, PERSIST-2, in myelofibrosis patients
     with low platelet counts is expected to begin enrollment
     imminently.  In October 2013, CTI reached agreement with the
     United States Food and Drug Administration (FDA) on a Special
     Protocol Assessment for this trial.  This trial together with
     PERSIST-1 is intended to support registration in the U.S. and
     the European Union.

PIXUVRI(R) (pixantrone)

   * In December 2013, CTI received positive recommendations for
     funding and reimbursement from the National Institute for
     Health and Care Excellence (NICE) in England/Wales and the
     National Association of Statutory Health Insurance Funds
    (GKV-Spitzenverband) in Germany.

   * CTI has gained agreement from the European Medicines Agency
     (EMA) to change the primary endpoint of the Phase 3 PIX-R, or
     PIX306, post-marketing commitment study of pixantrone-
     rituximab versus gemcitabine-rituximab for patients with
     relapsed B-cell non-Hodgkin lymphoma (NHL) from overall
     survival to progression-free survival.  The trial is now
     expected to enroll 220 patients versus the 350 patients
     previously planned.  This trial is expected to complete
     enrollment in 2015 and is intended to support the conversion
     of the conditional approval for PIXUVRI in Europe to full
     approval and potentially support a registration application
     in the U.S.

Tosedostat

   * In January 2014, CTI received notification from the FDA that
     the partial clinical hold has been removed and all studies
     underway may continue.  Current investigator-sponsored trials
     are scheduled to resume in the first quarter of 2014.

   * In December 2013, researchers presented new positive interim
     results from the investigator-initiated Phase 2 trial of
     tosedostat in combination with cytarabine or decitabine in
     newly diagnosed older patients with acute myeloid leukemia
     (AML) or high-risk myelodysplastic syndrome (MDS) at the 55th
     American Society of Hematology annual meeting.  Results
     showed a 54 percent complete response rate and 12-month
     median survival in this first-line setting.

Corporate and Financial

   * In January 2014, CTI reached an agreement with Novartis to
     regain rights to PIXUVRI and Opaxio, providing CTI with the
     flexibility to manage these assets within the context of its
     overall product portfolio strategy.

   * CTI will provide 2014 financial guidance in its fourth
     quarter and year-end 2013 results announcement.  At this
     time, we anticipate that the up-front payment and anticipated
     near-term milestones related to the Baxter collaboration will
     potentially allow CTI to reach regulatory submissions for
     pacritinib without requiring additional equity financing to
     fund those activities.

2014 Corporate Milestones

Pacritinib

  * Initiate second Phase 3 trial. CTI expects to initiate
    PERSIST-2 for patients with myelofibrosis who have low
    platelet counts in early 2014.

  * Report topline results. CTI anticipates reporting topline
    results for PERSIST-1 in the second half of 2014.

  * Initiation of investigator-sponsored trials.  CTI is
    evaluating additional indications and expects to support the
    initiation of investigator-sponsored trials, including in AML,
    at leading centers in 2014.

PIXUVRI

   * Grow E.U. sales.  CTI intends to focus on PIXUVRI for
     multiply relapsed or refractory aggressive relapsed B-cell
     NHL and manage expenses to drive to future profitability.

   * Seek rest-of-world partner.  CTI intends to pursue a partner
     for commercializing PIXUVRI outside of Western Europe.

OpaxioTM

   * Complete enrollment.  CTI expects the GOG-0212 Phase 3
     maintenance therapy trial for patients with ovarian cancer to
     complete enrollment in the first quarter 2014.

                      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.


CHAMBLISS RENTALS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Chambliss Rentals, LLC
        6858 Swinnea Rutland Place, Suite 3B
        Southaven, MS 38671

Case No.: 14-10154

Chapter 11 Petition Date: January 15, 2014

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: Hon. Jason D. Woodard

Debtor's Counsel: Russell W. Savory, Esq.
                  GOTTEN, WILSON, SAVORY & BEARD, PLLC
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: 901-523-1110
                  Email: russell.savory@gwsblaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry W. Chambliss, member.

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


CHINA BAK: Crowe Horwath (HK) CPA Raises Going Concern Doubt
------------------------------------------------------------
China BAK Battery, Inc., filed with the U.S. Securities and
Exchange Commission on Jan. 14, 2014, its annual report on Form
10-K for the fiscal year ended Sept. 30, 2013.

Crowe Horwath (HK) CPA Limited expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has net liabilities, a working capital deficiency,
accumulated deficit from recurring net losses and significant
short-term debt obligations maturing in less than one year as of
Sept. 30, 2013.  The Company defaulted on repayment of certain
bank loans.  A court in the PRC has issued an order to freeze all
of the Company's properties in Shenzhen BAK Industrial Park and
Tianjin Industrial Park Zone near the end of fiscal year 2013
whereby the Company cannot transfer these assets or pledge these
assets for any other borrowings.

The Company reported a net loss of $116.03 million on $185.55
million of net revenues for the fiscal year ended Sept. 30, 2013,
compared with a net loss of $65.81 million on $205.52 million of
net revenues in fiscal 2012.

The Company's balance sheet at Sept. 30, 2013, showed $340.6
million in total assets, $383.88 million in total liabilities, and
stockholders' deficit of $43.27 million.

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

                       http://is.gd/nvMnYN

                         About China BAK

Shenzhen, P.R.C.-based China BAK Battery, Inc., is a leading
global manufacturer of lithium-based battery cells.  The Company
produces battery cells for original equipment manufacturers, or
OEM and replacement battery manufacturers that are the principal
component of rechargeable batteries commonly used to power:
cellular phones and smartphones; notebook computers, tablet
computers and e-book readers; portable consumer electronics, such
as digital cameras, portable media players, portable gaming
devices, personal digital assistants, or PDAs, camcorders, digital
cameras and Bluetooth headsets; and electric bicycles and other
light electric vehicles, hybrid electric vehicles and other
electric vehicles; cordless power tools; and uninterruptible power
supplies, or UPS.


CHRISTIAN BROTHERS: Chapter 11 Plan Confirmed
---------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the First Amended Joint
Plan of Reorganization proposed by The Christian Brothers'
Institute, et al., and the Official Committee of Unsecured
Creditors, after determining that the Plan complied with all the
confirmation requirements under the Bankruptcy Code.

All objections, responses, statements, and comments in opposition
to the Plan have been resolved or fully and fairly litigated,
except for the objection raised by the Corporation of the Catholic
Archbishop of Seattle, which the Court rejected.  The Archdiocese
of Seattle complained that the Plan allows pending litigation to
proceed while simultaneously discharging Christian Brothers'
liability.

The plan, according to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, creates a trust for abuse claimants initially
funded with $13.4 million from the religious order and $3.2
million from Providence Washington Insurance Co.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI discloses assets of $1,091,084 and liabilities
of $3,622,500.

Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
Calif., and New York, N.Y., represent the Official Committee of
Unsecured Creditors as counsel.  Paul A. Richler, Esq., of
Pacific Palisades, Calif., serves as Special Insurance Counsel to
the Official Committee of Unsecured Creditors.

The Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc., and the Official Committee of Unsecured Creditors
have a plan made possible following an "allocation plan"
negotiated with 75% of sexual abuse claimants.

The Joint Chapter 11 Plan of Reorganization dated Aug. 22, 2013,
has the Debtors and the Official Committee of Unsecured Creditors
as co-proponents.


CLOUD MEDICAL: Going Concern Doubt Raised in 2012 Results
---------------------------------------------------------
Cloud Medical Doctor Software Corporation filed with the U.S.
Securities and Exchange Commission on Jan. 14, 2014, its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2012.

GBH CPAs, PC, expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company has
suffered recurring losses from operations and has a net capital
deficiency.

The Company reported a net income of $318,879 on $487,703 of
revenues for the fiscal year ended Sept. 30, 2012, compared with a
net loss of $356,629 on $nil of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.08
million in total assets, $277,090 in total liabilities, and
stockholders' equity of $801,745.

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

                       http://is.gd/XWyI7U

                       About Cloud Medical

Henderson, Nev.-based Cloud Medical Doctor Software Corporation
introduced in 2011 the Cloud-MD Office, a "Cloud Based", 5010 and
ICD-10 compliant, fully integrated and interoperable suite of
medical software and services, designed by experienced healthcare
analysts and programmers for healthcare providers, that produces
"Actionable Information" to help Independent Physician Practices,
New Care Delivery Models (ACO), Healthcare Systems and Billing
Services optimize a wide range of business processes resulting in
Increased Profits, Higher Quality, Greater Efficiency, Noticeable
Cost Reductions and Better Patient Care.  Current software product
offerings include Practice Management, Electronic Medical Records,
Revenue Management, Patient Financial Solutions, Medical and
Pharmaceutical Supply Management, Claims Management and PHI
Exchange.

S.E.Clark & Company, P.C., in Tucson, Arizona, expressed
substantial doubt about Cloud Medical's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss for the year ended Sept. 30, 2011, of $356,629, an
accumulated deficit at Sept. 30, 2011, of $26,229,970, cash flows
used by operating activities of $220,628, and needs additional
cash flows to maintain its operations.


CNTS LEASING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: CNTS Leasing, LLC
        15 Blue Spruce Drive
        Candler, NC 28715

Case No.: 14-10027

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: Hon. George R. Hodges

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  Email: rwright@mwhattorneys.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert B. Watson, member/manager.

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


COMPUTER GRAPHICS: De Joya Griffith Raises Going Concern Doubt
--------------------------------------------------------------
Computer Graphics International Inc. filed with the U.S.
Securities and Exchange Commission on Jan. 14, 2014, its annual
report on Form 10-K for the fiscal year ended Sept. 30, 2013.

De Joya Griffith, LLC, expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company has suffered losses from operations.

The Company reported a net loss of $1.64 million on $3.7 million
of sales for the fiscal year ended Sept. 30, 2013, compared with a
net loss of $1.14 million on $5.79 million of sales at Sept. 30,
2012.

The Company's balance sheet at Sept. 30, 2013, showed $1.4 million
in total assets, $1.94 million in total liabilities, and
stockholders' deficit of $548,160.

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

                        http://is.gd/TpquV1

                      About Computer Graphics

Shenzhen, China-based Computer Graphics International, Inc., is a
3D digital visual service provider founded in 2006.  The Company
specializes in providing one-stop-shop service and systems based
on 3D image technology to domestic governments, real estate
developers, game developers, the automotive industry and other
commercial customers.  The Company operates through its wholly-
owned subsidiaries Shenzhen Digital Image Technologies Co.,
Limited and Guangzhou Digital Image Technologies Co., Ltd.

                           *     *     *

As reported in the TCR on Jan. 18, 2013, Clement C. W. Chan & Co.,
in Wanchai, Hong Kong, expressed substantial doubt about Computer
Graphics' ability to continue as a going concern.  The independent
auditors noted that the Company incurred a net loss of $1.14
million for the year ended Sept. 30, 2012, and has accumulated
losses of $841,688 at Sept. 30, 2012.


CONNOLLY LLC: Moody's Affirms B2 CFR & Rates First Lien Debt B2
---------------------------------------------------------------
Moody's Investors Service affirmed Connolly LLC's B2 Corporate
Family Rating (CFR) and B2-PD probability of default, and assigned
B2 facility ratings to the company's new first lien revolver and
term loan, the proceeds from which, along with cash on Connolly's
balance sheet, will be used to retire $360 million of first and
second lien debt. The ratings outlook is stable.

Ratings Rationale

Connolly's strong, 27% revenue growth in 2013 will be partly
reversed this year as the Centers for Medicaid and Medicare's
(CMS) decision to suspend audits of short-stay claims negatively
impacts sales by $70 million, Moody's estimates. Moody's also
estimates that about half of that revenue loss will be made up for
by the continuing strength of the healthcare commercial unit, and
by new RAC audit algorithms Connolly has developed. While still
modest, Connolly's revenue base this year will be slightly larger
than it was in 2012, when Moody's assigned the B2 CFR. Despite the
CMS moratorium's impact on EBITDA, which Moody's sees tumbling by
about a third this year, Connolly will still generate good free
cash flows, and will have brought debt-to-EBITDA leverage down by
the end of this year by almost two turns relative to the leverage
level at the time of the company's mid-2012 LBO.

The expiration, in March 2014, of the CMS RAC contract, the
possibility of the government deciding to reduce the size of
Connolly's RAC region, as well as the short-stay audit moratorium,
all highlight the obstacles posed by the combination of revenue
concentration and regulatory risk. Nevertheless, Moody's believes
it is highly likely that the CMS will renew Connolly's contract,
given the company's long-term incumbency and its status as the
most efficient recovery audit contractor serving the U.S.
government. The B2 CFR reflects Connolly's good liquidity profile,
leading positions in each of its niche end markets, and meaningful
barriers to entry. Positive fundamentals in the healthcare
industry, in which claims volumes and values are expected to grow
because of an aging U.S. population and the rising costs and
complexity of healthcare, support Moody's stable outlook for
Connolly.

The ratings could be upgraded if Connolly successfully renews
large contracts, resumes healthy revenue growth rates, and
demonstrates a track record of debt reduction such that
debt/EBITDA can be sustained at 4.0 times or less. Conversely, the
ratings could be downgraded if the short-stay moratorium is
prolonged, if Connolly loses a significant customer, or if pricing
pressure leads to margin compression and a deterioration in
liquidity, such that debt/EBITDA is expected to be sustained above
5.0 times or free cash flow (CFO less capex and dividends) turns
flat or even negative.

Moody's affirmed and assigned the following ratings (and Loss
Given Default assessments) to Connolly, LLC:

- Corporate Family Rating, Affirmed B2

- Probability of Default Rating, Affirmed B2-PD

- Proposed $30 million first lien revolver expiring 2019,
   Assigned B2 (LGD4, 50%)

- Proposed $320 million first lien term loan maturing 2021,
   Assigned B2 (LGD4, 50%)

Upon closing of the transaction, Moody's will withdraw ratings on
Connolly's existing first and second lien debt. The new
facilities' ratings are subject to Moody's review of final
documentation

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


CONNXTION ENTERTAINMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Connxtion Entertainment, LLC
        409 W. 3rd Street
        Mountain Grove, MO 65711

Case No.: 14-60057

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Hon. Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: 417-890-1000
                  Fax: 417-886-8563
                  Email: bk1@dschroederlaw.com

Total Assets: $583,071

Total Liabilities: $2.46 million

The petition was signed by Russell D. Noel, managing member.

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


CRAIG ANTELL DO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Craig Antell DO, PC dba New York Physical Rehabilitation
        274 Madison Avenue, Suite 201
        New York, NY 10016

Case No.: 14-10073

Chapter 11 Petition Date: January 15, 2014

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Robert M. Hirsh, Esq.
                  ARENT FOX LLP
                  1675 Broadway
                  New York, NY 10019
                  Tel: 212-484-3900
                  Fax: 212-484-3990
                  Email: hirsh.robert@arentfox.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Craig Antell, president.

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


CREDIT ACCEPTANCE: Moody's Affirms B1 CFR & Rates Sr. Notes B1
--------------------------------------------------------------
Moody's Investor Service assigned a rating of B1 to Credit
Acceptance Corporation's ("CACC's") $300 million senior unsecured
notes due 2021. Moody's also affirmed CACC's Corporate Family and
senior secured notes ratings of B1. The unsecured notes will be
refinancing the company's senior secured notes. The outlook on all
ratings is stable.

Ratings Rationale

The ratings reflect CACC's history of profitable sub-prime auto
lending operations, largely due to its unique risk-mitigating
business model in which auto dealer clients have first loss risk
in the consumer auto loans assigned to CACC, CACC's disciplined
approach to pricing and its satisfactory capital levels. At the
same time, the company remains vulnerable to competitive pressures
in addition to adverse regulatory developments resulting from its
exposure to the deep subprime consumer segment. Also, CACC's
dependence on performance and confidence-sensitive wholesale
funding in combination with its focus on subprime consumers
introduces refinancing risk to the new bonds.

The stable outlook reflects Moody's expectation that CACC will
continue its operational performance and that leverage and
liquidity will be appropriately managed.

The unsecured notes' rating of B1 reflects the proportion of this
debt class in the company's recourse debt structure, as well as
the notes' terms.

The ratings could be upgraded if the company demonstrates, through
continued strong performance, that it can manage growth without
pressure on leverage or liquidity and when regulatory uncertainty
from the Consumer Financial Protection Bureau is reduced.

The ratings could be downgraded if profitability, asset quality
and liquidity deteriorated beyond acceptable tolerances.
Furthermore, the ratings could be downgraded if CACC increases
leverage beyond a Debt/Equity ratio of 2.5x.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


CREDIT ACCEPTANCE: S&P Affirms 'BB' Issuer Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB' issuer
credit rating on Credit Acceptance Corp. and assigned a 'BB'
rating to the company's $300 million senior unsecured notes
offering.  The outlook on the issuer credit rating is stable.  The
company will use the senior unsecured notes to repay its senior
secured notes, and S&P will withdraw the 'BB' rating on Credit
Acceptance's senior secured notes once the company repays the
notes.

Credit Acceptance announced that it will issue $300 million of
senior unsecured notes, the proceeds of which will be used to
repay its $350 million senior secured notes.  The balance will be
repaid with additional borrowing on the company's existing
revolving facilities.  The transaction will partially unencumber
its balance sheet and marginally increase debt, which will remain
low at about 2x tangible equity.  Despite the fact that the new
notes will be unsecured, S&P is not notching the debt down to
reflect the subordination because of the firm's low leverage and
the notes' strong collateral coverage.

"We base our ratings on Credit Acceptance Corp. on the firm's
consistently strong earnings and low leverage," said Standard &
Poor's credit analyst Kevin Cole.

With $2.4 billion in assets and $690 million of tangible equity as
of Sept. 30, 2013, Credit Acceptance is smaller than its auto
finance peers.  Management sticks to a focused strategy and
maintains an operational structure that has provided a buffer
against competition and enables the firm to be consistently
profitable lending to deep subprime customers.

"The stable outlook balances Credit Acceptance's strong
performance after the economic downturn in 2007 against its
monoline business model and dependence on wholesale funding," said
Mr. Cole.

Earnings provide a significant cushion, so marginally lower
profits would not result in a downgrade.  S&P could downgrade
Credit Acceptance if the company materially raises its advance
payments in an effort to gain market share, alongside
significantly deteriorating asset quality, earnings, or leverage
metrics.  Specifically, S&P could downgrade the firm if its
leverage approaches the level of the firm's covenants, 3.25x debt
to equity, without a credible plan for returning to the firm's
historical leverage of approximately 2.0x.  S&P could upgrade the
firm if its leverage and earnings strengthen further relative to
those of other specialty finance companies for an extended period.


DAYBREAK OIL: Has $411-K Net Loss for Nov. 30 Quarter
-----------------------------------------------------
Daybreak Oil and Gas Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $411,096 on $425,035 of oil and gas sales for the
three months ended Nov. 30, 2013, compared to a net loss of $1.24
million on $229,913 of oil and gas sales for the same period in
2012.

The Company's balance sheet at Nov. 30, 2013, showed $9.51 million
in total assets, $12.26 million in total liabilities, and
stockholders' deficit of $2.76 million.

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

                       http://is.gd/G4NIG2

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil incurred a net loss of $2.23 million on $974,680 of
revenue for the year ended Feb. 28, 2013, as compared with a net
loss of $1.43 million on $1.31 million of revenue for the year
ended Feb. 29, 2012.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2013.  The independent auditors noted that
Daybreak Oil suffered losses from operations and has negative
operating cash flows, which raises substantial doubt about its
ability to continue as a going concern.


DETROIT, MI: Officials Scramble on Financing
--------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Detroit officials spent Jan. 17 reshuffling legal
and financial plans, a day after a federal bankruptcy judge barred
the city from paying $165 million to end some troublesome
interest-rate swaps that have been tying up money the city needs.

"We really can't do the plan of adjustment until we get some
clarity on the swaps," said Bill Nowling, a spokesman for the
city's emergency manager, Kevyn Orr, the report cited.  He was
referring to Detroit's plan for shedding debts to emerge from
bankruptcy. The plan must be approved by the bankruptcy court, and
Detroit had hoped to have filed it by now.  "The swaps are a big
chunk of the debt that we have to work with," Mr. Nowling said.

The ruling on Jan. 16 by Judge Steven Rhodes left Detroit's
emergency management team unsure whether the city could still go
ahead with a special loan they had arranged from Barclays, which
was also affected by the ruling.  Mr. Nowling said the team was
waiting to hear from Barclays but did not expect to know whether
the loan was still available, or on what terms, until early next
week.

Detroit had previously arranged to borrow $285 million from
Barclays, with $165 million of the money going to terminate the
interest-rate swap contracts with two banks, Bank of America and
UBS, the report related.  Now that Judge Rhodes has rejected that
plan, Detroit needs only a smaller loan, for $120 million.  It had
intended to use that portion of the $285 million to improve city
services.

Judge Rhodes did rule on Jan. 16 that Detroit could borrow the
$120 million, although he added conditions, the report further
related.  Mr. Nowling said it was not yet clear whether Barclays
would lend just the smaller amount.  He said that if the loan from
Barclays fell through, Detroit would resume talks with four other
prospective lenders that provided commitment letters during the
vetting process that led to the selection of Barclays.  Those
lenders have not been identified.

                 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).

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Petition to Remove Mayor From Office Denied
--------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, denied Robert Davis and
Citizens Against Corrupt Government's motion to pursue a quo
warranto action against City of Detroit's Mayor Duggan in his
official capacity.

The Petitioners filed their motion at a time when Mayor-Elect
Duggan had not yet assumed office.  Mayor Duggan officially take
office on Jan. 1, 2014.  The Court assumed that the Petitioners
would not seek to remove Mayor Duggan from office.

According to Judge Rhodes, the Petitioners' success in removing
the elected head of the City's Executive Branch would plainly be
to the great detriment of the City as it endeavors to negotiate
and seek confirmation of a plan of adjustment.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that the citizens group asserted that although Mayor
Duggan is being protected by the bankruptcy court, the Michigan
emergency manager law isn't.  The group said the mayor didn't file
required nominating petitions and the Michigan attorney general
refused to take action removing Duggan from office, which he
assumed on Jan. 1.

Mr. Rochelle further related that before the city's bankruptcy, a
lawsuit called Phillips v. Snyder was initiated in federal
district court in Detroit seeking a declaration that the emergency
manager law violates the rights of citizens by taking municipal
government away from voters.  Initially, Judge Rhodes blocked the
lawsuit from proceeding. He allowed the suit to go ahead when the
plaintiffs agreed not to seek the ouster of the emergency manager.

                 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).

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.


DD FREED: Files Chapter 11 in Maryland District
-----------------------------------------------
DD Freed Trucking Inc., filed a Chapter 11 petition (Bankr. D. Md.
Case No. 13-31666) on Dec. 31, 2013, in Greenbelt, Maryland.

The company is located in 13958 B Unionville Rd., Mount Airy, Md.
21771.  D D Freed transports hazardous materials.

Richard Rosenblatt, Esq., (Tel: 301-838-0098) serves as counsel to
the Debtor.

The Debtor estimated $100,001 to $500,000 in assets and $500,001
to $1 million in liabilities.  Largest unsecured creditor is
Internal Revenue Service with $298,007 in claims.


DETROIT, MI: Issues Statement on Post-Petition Financing Decision
-----------------------------------------------------------------
Kevyn Orr, the Emergency Manager for the City of Detroit, issued
the following statement on behalf of the City regarding
[Thurs] day's decision by U.S. Bankruptcy Judge Steven Rhodes on
Detroit's post-petition financing:

"We are reviewing [Thurs]day's decision and we are thankful the
court has approved our ability to pursue quality of life financing
for the benefit of the City's 700,000 residents.  As recommended,
we will continue to work toward a resolution of the pension
'swaps.'

"In any event our goal remains to make the City a safe and
attractive place in which to live, work, invest and do business.
The lives of Detroit's residents and the future viability of
Detroit demand that we do."

                 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.


DOTS LLC: Prepares for Possible Bankruptcy Filing
-------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
Dots LLC is preparing for a possible bankruptcy-protection filing,
people familiar with the matter said, as the discount retailer of
women's clothing suffers from the migration of shoppers to online
rivals.

According to the report, Dots is working with restructuring
advisers at PricewaterhouseCoopers and law firm Lowenstein Sandler
LLP, the people said.  The company, owned by private-equity firm
Irving Place Capital, has roughly $80 million in debt, some of
these people said.  The situation is fluid, they cautioned.

The company, which calls itself a "fast fashion party place for
women's apparel and accessories at exceptional prices," caters to
women between 25 and 35 years old and has more than 400 stores
across 28 states in the Midwest, East and South, the report
related, citing the company's website.  Dots has suffered revenue
declines in recent periods, according to people familiar with the
matter, though their magnitude is unclear as the closely held
company doesn't publish its results.

Dots would be the latest in a string of discount retailers to file
for bankruptcy protection amid competition from so-called flash-
sale websites such as Rue La La and Gilt, which run brief sales on
individual items for members, the report noted.  Loehmann's
Holdings Inc., owner of the discount retailer of the same name
that had been through two previous bankruptcies, filed for Chapter
11 protection in December. Syms Corp. and its Filene's Basement
LLC subsidiary filed for Chapter 11 in November 2011 and later
liquidated. Daffy's Inc. filed for bankruptcy in August 2012 and
also liquidated, closing its 19 stores.

Trade publication Debtwire earlier reported Dots had hired
restructuring advisers, the report noted.


DOWNTOWN PHOENIX: Moody's Retains Ba1 Rating on Sr. Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service maintains the Downtown Phoenix Hotel
Corporation's $156.71 million Series 2005A Senior Revenue Bonds
rating at Ba1 and the corporation's $164.425 million Series 2005B
Subordinate Revenue Bonds and $28.865 million Subordinate Revenue
Bonds Taxable Series 2005C rating at A2. The outlook for all bonds
is stable.

The Series 2005 Bonds were initially issued to construct and
furnish the 1,000-room full service Sheraton hotel located near
Phoenix's convention center. The hotel has been in operation since
October 2008. The Series 2005B and 2005C subordinate bonds have
different security provisions that provide substantial support
from the City of Phoenix (GO rated Aa1/Stable outlook) in the form
of city sports facilities taxes in the event that hotel revenues
are insufficient for subordinated debt service.

Rating Rationale

The senior Ba1 rating is based on the convenient location of the
hotel in the downtown area, its proximity to the Phoenix
Convention Center, and the hotel's supportive liquidity. The
rating also reflects the hotel's exposure to the stagnant and
highly competitive market and the volatile nature of the local
lodging industry. The subordinate A2 rating reflects the
availability of city support in the form of sports facilities
taxes for the subordinate bonds.

Outlook

The stable outlook for senior bonds is based upon Moody's
expectation that over the next 12 to 18 months the hotel will
likely continue to operate at current levels. The stable outlook
on the subordinate bonds is based upon Moody's expectation that
the city's sports facilities tax revenues will continue to grow.

What Could Change the Rating UP

The senior bond rating could go up if the hotel improves its
revenue per available room to reach 2.00 times senior debt service
coverage ratios. The subordinate bond rating could go up if the
sport facilities taxes experience substantial growth.

What Could Change the Rating DOWN

The senior bond rating could face downward pressure if the
operating performance of the hotel declines and results in
narrower financial margins and lower debt service coverage ratios.
The subordinate bond rating could be pressured downward if tax
revenues decline and the subordinate debt service payments have to
rely on hotel revenues to cover payments.

Strengths

* The hotel is located near the Phoenix Convention Center, and is
   centrally located within walking distance to the city's
   downtown entertainment districts

* The hotel has ample reserves for senior bonds and available
   funds for subordinate bonds

* Subordinate bonds benefit from the availability of substantial
   city support in the form of sports facilities taxes that are
   projected to exceed subordinated debt service requirements

* Strong management provided by Starwood Hotels, marketing of the
   facility by the Greater Phoenix Convention and Visitor's Bureau
   help the Downtown Sheraton Phoenix hotel maintain its
   competitiveness against the large supply of hotels in the area

Challenges

* The hotel operates in a volatile and highly competitive
   industry and is vulnerable to regional and national economic
   downturns

* Downtown Sheraton Phoenix hotel is recovering slower than the
   Metro Phoenix area in terms of occupancy and revenue per
   available room (RevPAR) levels

* The demand declined drastically in Phoenix in 2011 due to
   economic conditions resulting in lower than expected
   performance for the convention center and the hotel. The growth
   and recovery has been stagnant resulting in weaker than
   expected financial performance in 2013

* The hotel revenues in 2013 was not sufficient to cover any
   significant portion of the subordinate debt service payments,
   which increased the reliance on the sports facility tax
   revenues.

Rating Methodology

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


DUPAGE NAT'L BANK: FDIC Named as Receiver; RBoC Assumes Deposits
----------------------------------------------------------------
DuPage National Bank, West Chicago, Illinois, was closed by the
Office of the Comptroller of the Currency, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Republic Bank of Chicago, Oak Brook,
Illinois, to assume all of the deposits of DuPage National Bank.

The three former branches of DuPage National Bank will reopen as
branches of Republic Bank of Chicago during their normal business
hours.  Depositors of DuPage National Bank will automatically
become depositors of Republic Bank of Chicago.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of DuPage National Bank should continue to use their
current branch until they receive notice from Republic Bank of
Chicago that systems conversions have been completed to allow
full-service banking at all branches of Republic Bank of Chicago.

Depositors of DuPage National Bank can continue to access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of September 30, 2013, DuPage National Bank had approximately
$61.7 million in total assets and $59.6 million in total deposits.
Republic Bank of Chicago will pay the FDIC a premium of 1.20
percent to assume all of the deposits of DuPage National Bank.  In
addition to assuming all of the deposits of the DuPage National
Bank, Republic Bank of Chicago agreed to purchase essentially all
of the failed bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $1.6 million.  Compared to other alternatives,
Republic Bank of Chicago's acquisition was the least costly
resolution for the FDIC's DIF.  DuPage National Bank is the 1st
FDIC-insured institution to fail in the nation this year. The last
FDIC-insured institution closed in the state was Covenant Bank,
Chicago, on February 15, 2013.


DUPONT FABROS: Moody's Affirms 'Ba1' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior unsecured and
other ratings of DuPont Fabros Technology, Inc. and its
affiliates. The rating outlook is stable.

The following ratings were affirmed with a stable outlook:

DuPont Fabros Technology, Inc. -- Ba1 corporate family; Ba2
preferred equity.

DuPont Fabros Technology L.P. - Ba1 senior unsecured.

The following ratings were assigned with a stable outlook:

DuPont Fabros Technology, Inc. -- (P)Ba2 preferred equity.

DuPont Fabros Technology L.P. - (P)Ba1 senior unsecured.

Ratings Rationale

According to Moody's, DuPont Fabros maintains solid credit
metrics, including 2.9x fixed charge coverage and 3.3x net debt /
EBITDA, which are indicative of investment grade REITs. As well,
the credit profile benefits from a new and high quality portfolio
with a solid tenant roster. Moreover, the growth in unencumbered
assets and reduction in secured debt in recent years has also been
credit positive.

Conversely, credit challenges include the smaller size and limited
diversification, in terms of assets, tenants and location. Given
the company's strategy to grow through the construction and lease
up of new properties, development risk is also present. Finally,
the company's relatively short track record and the uncertain
alternative use for its wholesale data centers also prevent
Moody's from taking a more positive approach to the rating.

The stable ratings outlook reflects Moody's expectation that
DuPont Fabros will operate within its current credit profile and
that ratings improvement will be constrained by DuPont Fabros'
smaller size and limited diversity.

Moody's would expect to revisit DuPont Fabros' ratings with a
positive bias with continued growth approaching $4 billion in
gross assets, fixed charge coverage remaining above 2.5x,
maintenance of net debt / EBITDA below 5x and secured debt less
than 10% of gross assets.

A reversal in DuPont Fabros' lower secured debt levels and higher
unencumbered assets would lead to negative ratings pressure.
Further, fixed charge coverage near or below 2x as well as net
debt / EBITDA above 5x would also likely drive a downgrade.
Finally, any substantial challenges in leasing up new developments
would cause rating stress.

In its most recent action with respect to DuPont Fabros, Moody's
raised the senior unsecured and preferred equity ratings to Ba1
and Ba2 from Ba2 and Ba3, respectively, and revised the outlook to
stable on September 22, 2011.

DuPont Fabros Technology, Inc. (NYSE: DFT) is a real estate
investment trust headquartered in Washington, DC, and is an owner,
developer, operator and manager of enterprise-class, carrier-
neutral, large multi-tenanted wholesale data centers. The
Company's customers include national and international enterprises
across numerous industries, such as technology, Internet content
providers, media, communications, cloud-based, healthcare and
financial services. The Company's ten data centers total 2.5
million gross square feet.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


DURSHUN INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Durshun, Inc.
        P.O. Box 2148
        League City, TX 77574-2148

Case No.: 14-30395

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. David R Jones

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  Email: margaret@mmmcclurelaw.com

Total Assets: $870,255

Total Liabilities: $4.52 million

The petition was signed by Bobby (Amrish) Shah, president.

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


EARTHLINK HOLDINGS: S&P Assigns 'B' CCR & Rates $300MM Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to EarthLink Holdings Corp., a newly-
formed holding company of Atlanta-based telecommunications
services operating company EarthLink LLC (formerly EarthLink
Inc.).  S&P also assigned its 'B+' issue-level rating and '2'
recovery rating to the company's existing $300 million senior
secured notes, and its 'CCC+' issue-level rating and '6' recovery
rating to the company's existing $300 million senior unsecured
notes.  The outlook is stable.  At the same time, S&P withdrew the
corporate credit rating and issue-level ratings on EarthLink Inc.

The ratings on EarthLink reflect S&P's view of the company's
'vulnerable' business risk profile and 'aggressive' financial risk
profile, said Standard & Poor's credit analyst Michael Weinstein.

Key elements of S&P's business risk assessment include the highly
competitive nature of the business-oriented telecom markets in
which it operates, and S&P's expectation for ongoing substantial
revenue and EBITDA declines from its consumer Internet service
business and certain legacy products in its business services
segment.  The company also faces continued integration risks, with
its acquired telecom service providers ITC^DeltaCom and One
Communications Inc., which, in S&P's view, could lead to
accelerated churn, weak new bookings of growth products, and
customer service issues.

The outlook is stable, which reflects S&P's expectation for flat
to positive FOCF and leverage below 4x through 2014, given S&P's
forecast for stabilized monthly customer churn and continued
double-digit percent revenue growth in the company's managed IT
services segment.

"We could consider lowering the rating if business conditions
deteriorate resulting in higher than expected churn from its
acquired legacy CLEC products or if EarthLink is unable to
continue its growth trajectory in managed IT services, leading to
sustained leverage above 4x and sustained negative FOCF.  This
downside scenario would likely include the company's covenant
cushion falling below 15%, with little or no prospect for
improvement," S&P said.

While unlikely over the next year, an upgrade would require an
upward revision of the company's "vulnerable" business risk
assessment, based on sustained growth from its managed IT services
platform that offsets the downward revenue and EBITDA momentum
from its business and consumer legacy product set.  An upgrade
would also be contingent upon EarthLink returning to meaningful
FOCF generation of above 10% of its outstanding debt.


EASTCOAL INC: Enters Into Share Purchase Agreement with Gramsico
----------------------------------------------------------------
EastCoal Inc. disclosed that on January 10, 2014 the Company and
its wholly-owned, Cyprus incorporated subsidiary, Gramsico
Holdings Ltd. entered into share purchase agreements with an
Austrian based company, EFI Holding GmbH, pursuant to which EFI
will acquire all of the Company's 0.1% shareholding and all of
Gramsico's 99.9% shareholding in East Coal Company LLC for an
aggregate cash consideration of US$499,000.

On January 10, 2014, the Company and Gramsico also entered into
share purchase agreements with EFI pursuant to which EFI will
acquire all of the Company's 0.1% shareholding and all of
Gramsico's 99.9% shareholding in Ukraine Energy LLC for an
aggregate cash consideration of US$1,000.

ECC and UE are Ukranian incorporated companies that are indirectly
wholly-owned by the Company through Gramsico.  ECC holds the
assets relating to the Company's material project, the
Verticalnaya mine. UE is an inactive shell company.

The share purchase agreements with EFI also provide for a royalty
interest to be earned by the Company equal to US$1.00 per tonne of
coal produced at the Verticalnaya mine, and provide for the
assignment to EFI of the Company's rights pursuant to a loan
agreement dated June 25, 2009 between the Company (as lender) and
ECC as (borrower).

On January 10, 2014, the Company and Gramsico also entered into
share purchase agreements with Cyprus based company, Strong Group
Corporation Limited, pursuant to which Strong Group will acquire
all of the Company's 0.1% shareholding and all of Gramisco's 99.9%
shareholding in Inter-Invest Coal LLC for an aggregate cash
consideration of US$15,020.

IIC is a Ukrainian incorporated company that is indirectly wholly-
owned by the Company through Gramsico.  IIC holds the assets
relating to the Company's Menzhinsky mine, and, as previously
announced, IIC is currently in a liquidation process in the
Ukraine.

The share purchase agreements also provide for the assignment to
Strong Group of the Issuer's rights pursuant to various loan
agreements between the Company (as lender) and IIC as (borrower).

The acquisition of ECC and UE by EFI and the acquisition of IIC by
Strong Group will be conditional on the receipt of a court order
under the Bankruptcy and Insolvency Act (Canada) which application
is currently scheduled for January 16, 2014.  The Company has
applied for the conditional approval of the TSX Venture Exchange
for the Disposals.  On January 14, 2013, the Company also received
notification from EFI's lawyers that they received a payment into
escrow of the US$100,000 as a deposit for the proposed
acquisitions by EFI payable to the Company subject to the court
approval referred to above.

If the Disposals are approved by the court and are completed, the
cash proceeds payable to Gramsico will be distributed directly to
the Company for use in funding any further proposal to creditors
under the BIA and negotiating any further transactions that may
present themselves to the Company in order to potentially generate
some additional value for creditors and shareholders.  The Company
is currently exploring various funding options and potential
transactions with a view to maintaining its public company status
and utilizing its accumulated tax losses.  If the Company is able
to secure further funding or complete a transaction in the future
it may be able to improve its proposal to creditors.

The Company has filed an application for an extension of the order
for the stay of proceedings pending the filing by the Company of a
proposal to its creditors pursuant to the provisions of Part III
of the BIA.  Such an extension, if granted, would run until
March 3, 2014.  The extension application will be applied for
simultaneously with the application for the approval of the
Disposals, which court hearing is currently scheduled for
January 16, 2014.

In the event that the Disposals are completed, the Company will
(for the purposes of the AIM Rules) be classified as an investing
company.  The Company's listing on TSX Venture Exchange will be
moved to the NEX exchange as administered by the TSX Venture
Exchange as the Company will no longer meet the continued listing
requirements of a Tier 2 issuer on the TSX Venture Exchange.

Under the AIM Rules, the Disposals would result in a fundamental
change of business and would ordinarily be conditional on the
consent of the Company's shareholders being given in a general
meeting.  As the Disposals are a result of the Company's ongoing
insolvency proceedings it has sought and been granted a derogation
by AIM from the requirement to seek shareholder consent for the
Disposals under the AIM Rules.  Upon completion of the Disposals,
as an investing company under the AIM Rules, the Company will be
required to seek approval from its shareholders for its proposed
investing policy.

The Disposals represent the highest consideration the Company was
able to negotiate for its assets after an extensive marketing
process.  However, the Company is still actively seeking further
sources of funding although there can be no guarantee that the
Company will be successful in securing further financing or
achieving its restructuring objectives.  If the Company fails to
achieve its financing and restructuring goals it will likely
result in the Company becoming bankrupt.

The Company further announces the departure of Mr. JR King, Chief
Operating Officer, with immediate effect.  Under Mr. King's
guidance the Verticalnaya mine was brought into production and the
Company thanks him for his support.

EastCoal Inc. owns the Verticalnaya anthracite mine, which is
operated by its 100% owned subsidiary East Coal Company.


FINCO INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Finco, Inc.
           dba Finger Furniture
        17355 Tomball Parkway, Suite 1E
        Houston, TX 77064

Case No.: 14-30383

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Matthew Scott Okin, Esq.
                  OKIN & ADAMS LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: 713-228-4100
                  Fax: 888-865-2118
                  Email: mokin@okinadams.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rodney Finger, president.

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


FISKER AUTOMOTIVE: Taps Marc Beilinson as CRO
---------------------------------------------
Fisker Automotive Holdings, Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Beilinson Advisory Group, LLC and its
subsidiaries, affiliates, agents, and independent contractors, as
restructuring advisors, nunc pro tunc to Nov. 22, 2013 petition
date, including the engagement of Marc Beilinson as the Debtors'
chief restructuring officer.

Pursuant to the Engagement Letter, the Debtors retained Mr.
Beilinson to serve as the Debtors' chief restructuring officer as
of Oct. 29, 2013.  In his capacity as CRO, Mr. Beilinson has
assumed day-to-day responsibility for various aspects of the
Debtors' operations and restructuring efforts and these chapter 11
cases to guide the Debtors through the restructuring process.  In
his capacity as CRO, Mr. Beilinson reports to the Debtors' boards
of directors.

The Debtors also require Beilinson Advisory to:

   (a) prepare the Debtors to file chapter 11, including compiling
       data and documents necessary to complete the bankruptcy
       petition process and to file "first day motions" with the
       court;

   (b) assist with procuring and negotiating the terms of a debtor
       in possession lending facility and a cash collateral
       motion;

   (c) direct and oversee the Debtors' sales process;

   (d) assist with developing and negotiating a Chapter 11 plan
       and disclosure statement;

   (e) assist and advise in the compilation of data and analyses
       necessary to meet any reporting requirements mandated by
       the Debtors' current or future lenders;

   (f) assist and advise in the compilation of data and analyses
       necessary to meet the financial reporting requirements
       mandated by the Bankruptcy Code and the U.S. Trustee's
       office;

   (g) coordinate resources engaged in developing, implementing
       and negotiating restructuring proposals or strategic
       alternatives;

   (h) coordinate corporate governance including meetings of, and
       reporting to, the Debtors' board of directors;

   (i) prepare for court hearings and the argument of motions, and
       provide expert testimony as required; and

   (j) perform such other services, consistent with the role of
       Beilinson Advisory, as requested or directed by the
       Debtors' board of directors.

As set forth in the Engagement Letter, the Debtors compensate
Beilinson Advisory for the services of Mr. Beilinson and other BAG
personnel at a rate of $150,000 per month and reimburse Beilinson
Advisory for reasonable and documented out-of-pocket expenses.

Further, the lender under the Debtors' postpetition secured
financing facility (the "DIP Lender") has agreed to fund up to
$750,000 at the closing of the Debtors' contemplated sale for a
Restructuring Fee payable to Beilinson Advisory upon the
completion of a Restructuring Pursuant to Section 2(b) of the
Engagement Letter, the Debtors' board has approved a range of
$250,000 to $750,000 for the amount of the Restructuring Fee, with
the amount ultimately payable by the Debtors subject to the
Debtors' board's final approval.  This compensation structure is
designed to fairly compensate Beilinson Advisory for its work and
to cover fixed and routine overhead expenses.

Prior to filing the Chapter 11 cases, the Debtors provided
Beilinson Advisory with a total retainer of $150,000.  Beilinson
Advisory subsequently invoiced the Debtors for $70,000, relating
to all prepetition services provided by Beilinson Advisory,
leaving a balance of $80,000 on Beilinson Advisory's retainer.
The Debtors do not owe any prepetition amounts to Beilinson
Advisory.

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

Beilinson Advisory can be reached at:

       Marc Beilinson
       BEILINSON ADVISORY GROUP, LLC
       5515 E. La Palma Ave.
       Anaheim, CA 92807
       Tel: (310) 990-2990
       E-mail: mbeilinson@beilinsonadvisorygroup.com

                     About Fisker Automotive

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

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

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

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

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

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

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

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

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

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


FISKER AUTOMOTIVE: Panel Taps Brown Rudnick as Co-Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Fisker Automotive
Holdings, Inc. and its debtor-affiliates seeks authorization from
the from the U.S. Bankruptcy Court for the District of Delaware to
retain Brown Rudnick LLP as co-counsel for the Committee, nunc pro
tunc to Dec. 5, 2013.

The Committee requires Brown Rudnick to:

   (a) assist and advise the Committee in its discussions with the
       Debtors and other parties-in-interest regarding the overall
       administration of these cases;

   (b) represent the Committee at hearings to be held before this
       Court and communicate with the Committee regarding the
       matters heard and the issues raised as well as the
       decisions and considerations of this Court;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules, and other
       documents filed and to be filed with this Court by parties-
       in-interest in these cases; advising the Committee as to
       the necessity, propriety, and impact of the foregoing upon
       the Debtors' Chapter 11 cases; and consenting or objecting
       to pleadings or orders on behalf of the Committee, as
       appropriate;

   (e) assist the Committee in preparing such applications,
       motions, memoranda, proposed orders, and other pleadings as
       may be required in support of positions taken by the
       Committee, including all trial preparation as may be
       necessary;

   (f) confer with the professionals retained by the Debtors and
       other parties-in-interest, as well as with such other
       professionals as may be selected and employed by the
       Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Committee or other
       parties-in-interest in these cases;

   (h) participate in such examinations of the Debtors and other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors or other resolution of these Chapter 11 cases; and

   (j) assist the Committee generally in performing such other
       services as may be desirable or required for the discharge
       of the Committee's duties pursuant to Bankruptcy Code
       Section 1103.

Brown Rudnick will be paid at these hourly rates:

       William R. Baldiga               $1,085
       Sunni P. Beville                 $790
       Nicolas M. Dunn                  $625
       Attorneys                        $355-$1,190
       Paraprofessional                 $310-$370

Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.

William R. Baldiga, member of Brown Rudnick, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Jan. 24, 2014, at 10:00 a.m.  Objections, if any, were
due Jan. 17, 2014, at 4:00 p.m.

Brown Rudnick can be reached at:

        William R. Baldiga, Esq.
        BROWN RUDNICK LLP
        Seven Times Square
        New York, NY 10036
        Tel: (212) 209-4800
        Fax: (212) 209-4801

                     About Fisker Automotive

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

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

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

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

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

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

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

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

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

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


FISKER AUTOMOTIVE: Panel Hires Emerald Capital as Advisors
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Fisker Automotive
Holdings, Inc. and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Emerald Capital Advisors Corp. as financial advisors to the
Committee, nunc pro tunc to Dec. 11, 2013.

The Committee requires Emerald Capital to:

   (a) review and analyze the Debtors' operations, financial
       condition, business plan, strategy, and operating
       forecasts;

   (b) assist the Committee in evaluating any proposed debtor-in-
       Possession financing;

   (c) assist in the determination of an appropriate capital
       structure for the Debtors;

   (d) assist the Committee in its review of various financial
       reports prepared for submission to the applicable court,
       and, as mutually agreed, such other reports that may be
       requested by parties-in-interest;

   (e) advise the Committee as it assesses the Debtors' executory
       Contracts including assume versus reject considerations;

   (f) assist and advise the Committee in connection with its
       identification, development, and implementation of
       strategies related to the potential recoveries for the
       unsecured creditors as it relates to the Debtors' plan of
       reorganization;

   (g) assist the Committee in understanding the business and
       financial impact of various restructuring alternatives of
       the Debtors;

   (h) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of reorganization and
       related disclosure statements;

   (i) assist the Committee in evaluating, structuring and
       negotiating the terms and conditions of any proposed
       transaction, including the value of the securities, if any,
       that may be issued to thereunder;

   (j) assist in the evaluation of the asset sale process,
       including the identification of potential buyers;

   (k) assist in evaluating the terms, conditions, and impact of
       any proposed asset sale transactions;

   (l) assist the Committee in evaluating any proposed merger,
       divestiture, joint-venture, or investment transaction;

   (m) assist the Committee to value the consideration offered by
       the Debtors to unsecured creditors in connection with the
       sale of the Debtors' assets or a restructuring;

   (n) provide testimony, as necessary, in any proceeding before
       the Bankruptcy Court; and

   (o) provide the Committee with other appropriate general
       Restructuring advice.

Emerald Capital will be paid at these hourly rates:

       John P. Madden              $600
       Joseph R. Scopo             $500
       Phil F. Murtaugh            $400
       Associates                  $300
       Analysts                    $200

Emerald Capital will also be reimbursed for reasonable out-of-
pocket expenses incurred.

John P. Madden, senior managing director of Emerald Capital,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Jan. 24, 2014, at 10:00 a.m.  Objections, if any, were
due Jan. 17, 2014, at 4:00 p.m.

Emerald Capital can be reached at:

        John P. Madden
        EMERALD CAPITAL ADVISORS CORP.
        1350 Avenue of the Americas, Third Floor
        New York, NY 10019
        Tel: (212) 201-1905
        Fax: (212) 731-0307

                     About Fisker Automotive

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

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

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

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

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

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

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

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

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

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


FISKER AUTOMOTIVE: Hires Kirkland & Ellis as Attorneys
------------------------------------------------------
Fisker Automotive Holdings, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP as attorneys, nunc pro
tunc to Nov. 22, 2013 petition date.

The Debtors require Kirkland & Ellis to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (b) advise and consult on the conduct of these chapter 11
       cases, including all of the legal and administrative
       requirements of operating in chapter 11;

   (c) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors, and representing the Debtors in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the Debtors'
       estates;

   (e) prepare pleadings in connection with these chapter 11
       cases, including motions, applications, answers, orders,
       reports, and papers necessary or otherwise beneficial to
       the administration of the Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       authority to continue using cash collateral and
       postpetition financing;

   (g) advise the Debtors in connection with any potential sale of
       assets;

   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare, and obtain approval of a disclosure
       statement and confirmation of a Chapter 11 plan and all
       documents related thereto; and

   (k) performing all other necessary legal services for the
       Debtors in connection with the prosecution of these chapter
       11 cases, including: (i) analyzing the Debtors' leases and
       contracts and the assumption and assignment or rejection
       thereof; (ii) analyzing the validity of liens against the
       Debtors; and (iii) advising the Debtors on corporate and
       litigation matters.

Kirkland & Ellis will be paid at these hourly rates:

       James H.M. Sprayregen          $1,195
       Anup Sathy                     $1,095
       Ryan Preston Dahl              $775
       Partners                       $665-$1,225
       Of Counsel                     $415-$1,195
       Associates                     $450-$835
       Paraprofessionals              $170-$355

On March 21, 2013, the Debtors paid $900,000 to Kirkland & Ellis
as a classic retainer and the Debtors subsequently made additional
classic retainer payments to Kirkland & Ellis.

Kirkland & Ellis will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Anup Sathy, partner of Kirkland & Ellis, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Kirkland & Ellis can be reached at:

       Anup Sathy, P.C.
       KIRKLAND & ELLIS LLP
       300 North LaSalle Street
       Chicago, IL 60654
       Tel: (312) 862-2046
       Fax: (312) 862-2200
       E-mail: anup.sathy@kirkland.com

                     About Fisker Automotive

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

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

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

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

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

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

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

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

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

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


FISKER AUTOMOTIVE: Court Denies Bid to Estimate WARN Claim at $0
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware penned a memorandum order on Jan. 9 regarding claims
filed by a class of former workers of Fisker Automotive Holdings,
Inc., et al., arising from alleged violation of the Workers
Adjustment and Retraining Notification Act.

On April 5, 2013, the WARN Claimants initiated a class action
lawsuit against the Debtors in the case styled Etzelsberger v.
Fisker Automotive Holdings, Inc., Case No. 8-13-CV-000540-CJC
(RNB), in the U.S. District Court for the Central District of
California.  To continue with the claims they filed in the
California District Court, the WARN Claimants initiated an
adversary proceeding seeking partial priority status for the
amount up to the allowed cap, and the remaining amount of damages
as a general unsecured claim.  The WARN Claimants filed a proof of
claim totaling $3,052,160, asserting $1,916,007 as a priority
claim.

The Debtors filed a motion to estimate the WARN claims at zero
non-priority dollars for the purpose of confirming their plan.
The Debtors argued that allowing the WARN Claims in the amount
asserted would cause "undue" delay because the claims would
prevent the Debtors from meeting the requirements of Section
1129(a)(9) and litigating the claims would deplete the Debtors'
resources and delay the timeline.  The former employees on whose
behalf the WARN Act Claims were filed want the Court to deny the
motion to allow for discovery and a full evidentiary hearing.

Judge Gross, in his five-page memorandum, stated that the Court
cannot find in the Chapter 11 cases that undue delay would result
were the Court not to estimate the WARN Claim.  The WARN Claimants
initiated the California District Court Action, which is identical
in substance to the adversary proceeding in the Chapter 11 case,
more than seven months before the Petition Date.  Thus, Judge
Gross said, the Debtors knew the issue existed when they filed the
Chapter 11 cases and pushed for early confirmation.  Also, prior
to the Petition Date, the California District Court certified the
WARN Claimants as a class, which can be a lengthy process with the
potential to cause delay.  Thus, all that remains in the adversary
proceeding is the adjudication of the WARN Claims.  Accordingly,
Judge Gross said the Court can estimate the WARN Claims in a
timely fashion without causing undue delay to the administration
of the case while providing the WARN Claimants with procedural due
process.

Judge Gross further stated, "The Court respects the goals of speed
and efficiency in bankruptcy and recognizes the need for urgency
when a debtor presents it.  Were Fisker an operating car
manufacturer which had run out of money and financing, and its
employees, parts producer and their employees, car dealerships and
their employees, as well as others who were incidental
beneficiaries of Fisker, all would suffer in the absence of an
expedited sale process and the Court would do all in its power to
hear the Motion on an emergency basis.  But Fisker is not
operating.  Accordingly, there is no undue delay created by
scheduling an early trial on the merits rather than estimation.
The WARN Claimants will then have the opportunity to take
discovery, consistent with principles of due process.  Apropos to
an automobile case, the Court will apply the brakes."

The Court will hear evidence at a hearing on Jan. 31, 2014,
beginning at 9:30 a.m.

                    About Fisker Automotive

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

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

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

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

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

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

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

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

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

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


FISKER AUTOMOTIVE: Hybrid Wants Expedited Appeal from Bid Limits
----------------------------------------------------------------
Hybrid Tech Holdings, LLC, appealed to the U.S. District Court for
the District of Delaware the Jan. 10, 2014, decision of the U.S.
Bankruptcy Court for the District of Delaware limiting the
company's ability to credit bid its secured claim for the assets
of Fisker Automotive Holdings, Inc., et al.

As previously reported by The Troubled Company Reporter, the
Debtors proposed to sell all or substantially all of their assets
to Hybrid through a credit bid.  Judge Kevin Gross of the U.S.
Bankruptcy Court in Manhattan has, in a bench ruling, denied a
sale of the Debtors' assets to Hybrid.  Judge Gross instead
directed the parties to go to auction and capped the amount that
Hybrid may credit bid to $25 million.

Hybrid asks the Bankruptcy Court to shorten the deadline for
parties to file an answer to its appeal and shorten the 14-day
period for appellee's designation of additional items to be
included in the record on appeal.  Hybrid asserts that an
immediate appeal of Judge Gross' bench ruling would allow the sale
process, plan process, and thus the case to proceed efficiently
and would materially advance the Chapter 11 cases.

Hybrid is represented by Richard A. Barkasy, Esq., and Fred W.
Hoensch, Esq., at Schnader Harrison Segal & Lewis LLP, in
Wilmington, Delware; Tobias S. Keller, Esq., and Peter J.
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California; and Susheel Kirpalani, Esq., James C. Tecce, Esq.,
Matthew Scheck, Esq., and William Pugh, Esq., at Quinn Emanuel
Urquhart & Sullivan, LLP, in New York.

                    About Fisker Automotive

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

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

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

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

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

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

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

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

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

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


FLETCHER INCOME: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Robin Lee McMahon

Chapter 15 Debtors:

   Company                                    Case No.
   -------                                    --------
   Fletcher Income Arbitrage Fund Ltd.        14-10094
   (in Liquidation)
   c/o Robin Lee McMahon
   Ernst & Young Ltd.
   Camana Bay, P.O. Box 510
   Grand Cayman KY1-1106
   Cayman Islands

   FIA Leveraged Fund (in Liquidation)        14-10093
   c/o Robin Lee McMahon
   Ernst & Young Ltd.
   Camana Bay, P.O. Box 510
   Grand Cayman KY1-1106
   Cayman Islands

Type of Business: Arbitrage is an "intermediate fund" in a multi-
                  level "master-feeder" fund structure involving
                  companies variously incorporated in the Cayman
                  Islands, Delaware, and Bermuda (Structure).
                  Leveraged was a feeder fund at the base of the
                  Structure.

Chapter 15 Petition Date: January 17, 2014

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

Chapter 15 Petitioner's Counsel: Timothy T. Brock, Esq.
                                 SATTERLEE STEPHENS BURKE &
                                 BURKE LLP
                                 230 Park Avenue
                                 New York, NY 10169
                                 Tel: (212) 818-9200
                                 Fax: (212) 818-9606
                                 Email: tbrock@ssbb.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $500 million


FREEDOM INDUSTRIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Freedom Industries, Inc.
        1015 Barlow Drive
        Charleston, WV 25311

Case No.: 14-20017

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Hon. Ronald G. Pearson

Debtor's Counsel: Mark E Freedlander, Esq.
                  MCGUIRE WOODS LLP
                  625 Liberty Ave, 23rd Floor
                  Pittsburgh, PA 15222
                  Tel: 412-667-7928
                  Fax: 412-667-7967
                  Email: mfreedlander@mcguirewoods.com

                    - and -

                  Stephen L. Thompson, Esq.
                  BARTH & THOMPSON
                  PO Box 129
                  Charleston, WV 25321
                  Tel: 304-342-7111
                  Fax: 304-342-6215
                  Email: sthompson@barth-thompson.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary Southern, president.

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


FREEDOM INDUSTRIES: Files for Bankruptcy Protection
---------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Freedom Industries Inc., the company connected to a chemical spill
that tainted the water supply in West Virginia, on Jan. 17 filed
for Chapter 11 bankruptcy protection.

According to the report, a bankruptcy petition signed by the
company's president, Gary Southern, estimates Freedom's debts at
$10 million or less, but the cost of disaster is likely to run
much higher.

Thousands of gallons of an allegedly toxic chemical called crude
MCHM contaminated the water supply for hundreds of thousands of
the state's residents for days, spawning lawsuits from businesses
and people affected by the disaster, the report related.

"I think they underestimated the liabilities just a tad," said
Aaron Harrah, an attorney with Hill Peterson Carper Bee & Deitzler
PLLC, a Charleston, W.Va., law firm that filed a purported class
action lawsuit Jan. 10, naming Freedom and West Virginia American
Water Co., the report cited.

It was one of 20 lawsuits that have been filed as of the start of
the week stemming from the spill, the report related.  News of the
spill was revealed Jan. 9 in a ban on using water for anything
other than sanitation in the state capitol and nine surrounding
counties.


FRIENDSHIP DAIRIES: Jan. 22 Hearing to Reverse AgStar Order
-----------------------------------------------------------
The Bankruptcy Court, according to Friendship Dairies' case
docket, will convene a hearing on Jan. 22, 2014, at 1:30 p.m., to
consider the Debtor's motion to reconsider an order dated Jan. 7,
granting creditor AgStar Financial Services, FLCA's motion for
relief from the automatic stay, or, alternatively dismiss the
Chapter 11 case of the Debtor.

The Debtor on Jan. 7 requested that the Court reconsider, on an
expedited basis, the order granting the motion of AgStar, as loan
servicer and attorney-in-fact for McFinney Agri-Finance, LLC.
According to the Debtor, adequately protecting AgStar's interest
in its collateral insulates it from injury if confirmation is
not achieved.  Moreover, all other parties are harmed more by
AgStar's relief from stay than by granting the motion.

On Dec. 31, AgStar, in support of its motion to dismiss, submitted
the Debtor's most current actual to budget report.

                AgStar Won't Pursue Case Conversion

In a separate filing, Agstar has withdrawn its motion to convert
the Debtor's case to Chapter 7 to address the objections filed by
several parties.

The Debtor and parties-in-interest had opposed AgStar's motion to
convert, or dismiss the Debtor's case.  The Debtor objected to the
motion, stating that the motion was primarily an attempt to rehear
confirmation without even allowing the Court's to issue its ruling
on the Debtor's plan.

The Official Committee of Unsecured Creditors, in response to
Agstar's motion, stated that AgStar's motion does not establish
that dismissal, conversion, or appointment of a trustee is
warranted.  The Committee added that projections were not
guaranties of performance and were never represented to be such.

Lone Star Milk Producers, Inc. joined in the Debtor's response to
Agstar's motion to convert or dismiss the case, and urged the
Court to deny the relief sought in the AgStar motion.

The U.S. Trustee responded to AgStar's motion stating that it
agreed that "cause" exists to end the chapter 11, but disagrees
with the remedy of conversion.  The U.S. Trustee has filed its own
motion to dismiss or appoint a chapter 11 trustee.

AgStar responded to the U.S. Trustee's pleadings, saying that
Agstar does not resist the U.S. Trustee's request to dismiss the
case, and Agstar would work with the chapter 11 trustee in
accordance with the mutual goal of following good animal husbandry
practices on Agstar's real property collateral.  But relief from
stay is needed before spring planting to prevent waste, including
weed problems.

                     About Friendship Dairies

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

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

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

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


GARLOCK SEALING: Sues Prominent Law Firms for Asbestos Fraud
------------------------------------------------------------
Garlock Sealing Technologies LLC, et al., filed separate lawsuits
against four prominent asbestos law firms for fraud.

The complaints, filed in the U.S. Bankruptcy Court for the Western
District of North Carolina, Charlotte Division, were filed under
seal, but Forbes reported that Garlock alleges that the laws firms
sued the Company on behalf of clients who had already made
conflicting claims about their asbestos exposure against other
companies.

Garlock spokesman, Don Washington, said the complaints allege that
these firms concealed evidence about their clients' exposure to
asbestos products and concealed it in litigation against the
Company.  "In essence they double-dipped."

Named defendants in the lawsuits are: Waters & Kraus, LLP, Simon
Greenstone Panatier Bartlett, A Professional Corporation, Belluck
& Fox, LLP, and Shein Law Center, Ltd.

Waters & Krause, in a statement, said the lawsuit "represents just
the latest in a series of actions by Garlock to avoid being held
accountable for helping to cause the deaths of thousands of Navy
veterans and others from the asbestos found in the company's
products," Forbes cited.

Forbes pointed out that by suing the asbestos lawyers who are
suing it, Garlock is following in the steps of CSX, which in 2012
won a $429,000 fraud verdict against Pittsburgh lawyers Robert
Pierce and Louis Raimond after uncovering evidence the lawyers had
used phony diagnoses from discredited Dr. Ray Harron to fabricate
asbestos cases against the railroad.

                       About Garlock Sealing

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

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

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

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

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

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


GENERAL AUTO: Tonkon Torp Defends Claim to $404,242 in Fees
-----------------------------------------------------------
Albert N. Kennedy, Esq., at Tonkon Torp LLP, counsel for General
Auto Building, LLC, responded to the objection of the U.S. Trustee
to Tonkon Torp's application for final professional compensation.

On July 3, 2013, the Trustee sought to disqualify Tonkon Torp as
counsel for the Debtor to disallow fees amounting to approximately
$5,200.

According to Tonkon Torp, the U.S. Trustee argued that Tonkon
Torp's concurrent representation of the Debtor and McCall General
Investments rendered Tonkon Torp not disinterested.  The Trustee
also argued that fees incurred by Tonkon Torp in defending its
fees in response to the Trustee's objection, and fees for services
for the benefit of MGI, must be disallowed.

The disputed fees total approximately $5,200.  Tonkon Torp sought
payment from the Debtor of $352,787 while its application
reflected total fees and expenses of $539,312.  That is a
reduction of $186,524.

The firm noted that all of the $5,202 to which the Trustee makes
specific objection were incurred after April 2, 2013.  Even if the
Trustee's objection is allowed in full, Tonkon Torp would be
entitled to $404,242, or approximately $52,000 more than Tonkon
Torp is seeking to be paid from Debtor.

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Michael W.
Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, serve as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENERAL MOTORS: Sets Pay for Executive Team
-------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. will pay its Chief Executive Officer Mary Barra
an annual cash salary of $1.6 million in a new executive pay
structure announced by the auto maker on Jan. 17.

According to the report, Ms. Barra, who took over as CEO on
Wednesday, also will be eligible to receive another $2.8 million
under the auto maker's short-term incentive plan and participate
in the benefits plan offered to other executives. The plan
stipulates targets she must meet internally to receive the
additional money at the end of the year.

This is the first time GM has announced a compensation plan for
its executives since the U.S. Treasury sold off its stake and
exited the company late last year, the report related.  The
Treasury had final say on executive payouts as part of a deal to
provide GM bailout funding in 2009.

Former Chief Executive Dan Akerson had always been critical of the
pay caps saying that it put the auto maker in an uncompetitive
position when it came to keeping or attractive leadership talent,
the report said.

GM President Dan Ammann will receive an annual cash salary of
$900,000 and be eligible for another $1.12 million, the report
further related.  Chief Financial Officer Chuck Stevens will
receive $700,000 and be eligible for another $875,000.

                     About Motors Liquidation

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

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

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

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


GETTY IMAGES: Bank Debt Trades at 5% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 94.79 cents-on-
the-dollar during the week ended Friday, Friday, Jan. 17, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.88 percentage points from the previous week, The Journal
relates.  Getty Images Inc. pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019, and carries Moody's B2 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported in the Troubled Company Reporter on Sept. 5, 2013,
Moody's Investors Service placed the ratings of Getty Images on
review for downgrade based on weaker than expected results through
2Q2013 and Moody's revised expectations for the next 12 months.
According to Moody's, Corporate Family Rating of Issuer: Getty
Images, Inc. and Abe Investment Holdings, Inc., currently B2, is
placed on review for possible downgrade.


GOLDKING HOLDINGS: Court Okays Incentive Plan
---------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
second order (i) granting Goldking Holdings, LLC, et al.'s motion
for assumption of remaining prepetition retention and incentive
contract; and (ii) approving a key employee retention program and
senior management incentive program.

The second order approved the amendment and assumption of two
remaining prepetition employee retention and incentive agreements
for Eddie Hebert and James Anhaiser, which will implement a
postpetition retention plan and postpetition sale plan.

The Court said the order also serves as a final order for the
approval of the amendment and assumption of the remaining
prepetition two plans for the five key employees.

On Dec. 19, Court authorized the assumption of prepetition
retention and incentive contracts as to the five key employee non-
insiders who remain employed by the Debtors: Ken Cleveland, Daniel
Chapman, Rodney Holloway, Donna Consemiu, and Mayra Castor.

The key-employee retention program and a senior management
incentive program provide that the Debtors' employees have and
will continue to play an essential role in the sales process that
is the immediate focus of the bankruptcy cases.  The Debtor relate
that payments to be provided (i) have already been included in the
DIP Financing Budget, now approved, (ii) involve a limited payment
initially now (for all but one employee) comprising approximately
15% of the aggregate compensation specified in the original
retention agreement, and (iii) are consistent with expectations
the employees have had under the prepetition retention and
incentive agreements.

                      About Goldking Holdings

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

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

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.  Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware, serves as the Debtors' co-counsel.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners has initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Judy A. Robbins, the U.S. Trustee was unable to appoint a
committee of unsecured creditors.


GOLDKING HOLDINGS: Employment Agreement With Lantana Oil Rejected
-----------------------------------------------------------------
The Bankruptcy Court approved an agreed order (i) approving
rejection of an engagement agreement with Lantana Oil & Gas
Partners, Inc.; and (ii) compromising related claims.

The Debtors had engaged E-Spectrum Advisors LLC as its asset sale
advisor, and in this relation, the Debtors sought to reject the
engagement agreement with Lantana's approval as part of an orderly
transition of firms which will enable the sales process to
continue.

Pursuant to the order, among other things:

   1. Lantana will be entitled to retain and apply the retainer
paid by the Debtors prepetition for work performed by Lantana in
connection with the engagement agreement;

   2. the Debtors will reimburse Lantana, up to a maximum of
$8,500, for all actual, out-of-pocket expenses incurred by it
before the Petition Date under the engagement agreement; and

   3. other than the retainer and the reimbursement payment,
Lantana will have no further claim against the Debtors in
connection with the engagement agreement.

Prior to the Petition Date, the Debtors retained Lantana to assist
them with the sale of their assets, pursuant to the terms of the
engagement agreement.  Under the terms of the engagement
agreement, the Debtors agreed to pay Lantana:

   a. a retainer in the amount of $40,000;

   b. a success fee equal to: (i) the greater of (a) two and one-
half (2.5%) percent of the total consideration received by the
Debtors for the sale of their assets or (b) $500,000; plus (ii) an
additional $750,000 if the total consideration received by the
Debtors for the sale is equal to or greater than $40,000,000; plus
(iii) an additional $750,000 if the total Consideration received
by the Debtors for the Sale is equal to or greater than
$50,000,000.

   c. all reasonable out-of-pocket expenses, including, without
limitation, legal or accountancy fees, printing, copying,
production, courier costs, cost incurred in connection with the
data room such as work stations, online data room hosting, and
reasonable costs of travel and accommodation incurred by Lantana
in connection with the offering of the Debtors' assets, except
facility expenses for the data room premises.

                      About Goldking Holdings

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

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

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.  Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware, serves as the Debtors' co-counsel.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners has initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Judy A. Robbins, the U.S. Trustee was unable to appoint a
committee of unsecured creditors.


GOLDKING HOLDINGS: Gets Final Approval to Incur DIP Financing
-------------------------------------------------------------
Goldking Holdings, LLC, et al., in December won Bankruptcy Court
approval, on a final basis, to:

   1. obtain postpetition loans, advances and other financial
      accommodations from Wayzata Opportunities Fund II, LP, as
      successor administrative agent to Bank of America, N.A., and
      as the lender; and

   2. use cash collateral.

Under the DIP facility, the Debtors were authorized to borrow $1.5
million in the interim and the entire $16.1 million on a final
basis.  The "Maturity Date" of the DIP loan is the earlier of: (a)
June 1, 2014; (b) the termination in whole of the Commitments in
accordance with the terms of the Credit Documents; (c) the date of
confirmation of a plan of reorganization or liquidation for the
Borrower and the Guarantors in the chapter 11 cases; or (d) the
consummation of the sale or sales of all of the Borrower's and
each Guarantor's (if applicable) assets and properties or of all
equity interests in the Borrower and each Guarantor (if
applicable).

The Debtors said they were unable to obtain financing from sources
other than lender on terms more favorable than the existing credit
agreement.

The loan will have the interest rate of 15 percent per annum.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors would grant the agent replacement
liens on the Debtors' assets, a superpriority administrative claim
status, subject to carve out on certain expenses.

The DIP facility requires the Debtors to hit these milestones:

     1. Not later than 90 days after the Petition Date, an order
in form and substance satisfactory to the Lender shall have been
entered by the Court authorizing and approving an auction and
auction procedures for the selection of a liquidator and/or a
going concern purchaser in connection with any potential sale of
the business and assets of the Debtors in any liquidation and/or
going concern sales, as applicable, to the highest and best
bidder, on terms and conditions reasonably acceptable to the
Lender.

     2. Not later than 60 days after the date the Court enters the
Bidding Procedures Order, an order in form and substance
reasonably satisfactory to the Lender shall have been entered by
the Court approving a Sale.

     3. Any Sale shall: (i) be consummated, not later than the
150th day following the Petition Date; (ii) be in cash; and (iii)
otherwise be on terms and conditions reasonably acceptable to the
Lender.

     4. Not later than 110 days after the Petition Date, the
Debtors shall have filed with the Court a disclosure statement and
a plan of reorganization or liquidation (as applicable), and
motion and proposed form order (in form and substance satisfactory
to the Lender) seeking approval of the Court, on terms and
conditions acceptable to the Lender or which provides for payment
in full of all Obligations on the effective date thereof in
accordance with the terms and conditions therein.

     5. Not later than 150 days after the Petition Date, the Court
shall have approved the disclosure statement on terms and
conditions acceptable to the Lender or which provides for payment
in full of all Obligations on the effective date thereof in
accordance with the terms and conditions therein.

     6. Not later than 180 days after the Petition Date, the Court
shall have confirmed the plan of reorganization or liquidation (as
applicable) on terms and conditions acceptable to the Lender or
which provides for payment in full of all Obligations on the
effective date thereof in accordance with the terms and conditions
therein.

Meanwhile, Leonard C. Tallerine, Jr., and Goldking LT Capital
Corp., creditors, equity interest holders and parties-in-interest,
has filed a limited objection to Goldking Holdings et al.'s motion
for authorization to pay certain prepetition obligations of
critical vendors.  The Tallerine Parties indicated in court
filings in November that the Debtors have failed to show that
payment of the prepetition claims is critical to the Debtor's
reorganization.

On Oct. 31, 2013, the Court entered an interim order authorizing
the Debtor to pay critical vendors in the ordinary course of
business up to an aggregate amount of $1,000,000.

The Debtor, in its motion, estimated that, as of the Petition
Date, the total outstanding amount owed to the critical vendors is
approximately $1,500,000 in the aggregate.

                      About Goldking Holdings

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

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

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.  Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware, serves as the Debtors' co-counsel.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners has initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Judy A. Robbins, the U.S. Trustee was unable to appoint a
committee of unsecured creditors.


GRAND CENTREVILLE: Wells Fargo Balks at Exclusivity Extensions
--------------------------------------------------------------
William C. Crenshaw, Esq., on behalf of secured creditor Wells
Fargo Bank, N.A., objected to Grand Centreville, LLC's motion for
an order extending the exclusive periods during which the Debtor
may file and solicit acceptances of a plan of reorganization.

Wells Fargo, as trustee for the registered holders of JP Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2005-CIBC13, said that the
bankruptcy proceeding is subject to a motion to dismiss.

In the motion to dismiss, Wells Fargo argues that the receiver
lacked authority to file the bankruptcy proceeding because neither
the court order approving the receiver nor the Debtor's corporate
documents authorized the Receiver to place the Debtor into
bankruptcy.  Furthermore, Wells Fargo argued that the bankruptcy
proceeding was filed in bad faith.

As reported in the Troubled Company Reporter on Dec. 12, 2013, the
Debtor asked the Court to enter a bridge order extending its
exclusive periods to file a chapter 11 plan until Feb. 13, 2014,
and solicit acceptances for that Plan until April 14.

The Debtor filed its request for an extension before the
exclusive periods was set to expire on Dec. 1, 2013.

The Debtor, through Black Creek Consulting, Ltd., a receiver
appointed by the Court, is continuing in possession of its
properties and is operating and managing its business, as a
Debtor-in-Possession.

                       About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represents the Debtor as counsel.
In its schedules, the Debtor disclosed $40,550,045.74 in assets
and $26,247,602.00 in liabilities as of the petition date.


GREATER FAITH ASSEMBLY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Greater Faith Assembly
        1330 Crane Street
        Detroit, MI 48214

Case No.: 14-40466

Chapter 11 Petition Date: January 15, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero.Detroit

Debtor's Counsel: Michelle Aaron, Esq.
                  BONNER DISALVO, PLLC
                  615 Griswold Street, Suite 1700
                  Detroit, MI 48226
                  Tel: 313-596-9500
                  Fax: 313-596-9503
                  Email: mta@bonnerdisalvo.com

Total Assets: Not indicated

Total Liabilities: Not indicated

The petition was signed by Raphael Williams, Bishop.

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


GSE HOLDINGS: Moody's Cuts CFR & 1st Lien Facility Ratings to Caa2
------------------------------------------------------------------
Moody's Investors Service lowered GSE Holdings Inc.'s corporate
family rating to Caa2 from Caa1, the probability of default rating
to Caa3-PD from Caa1-PD, and the first lien credit facility
ratings to Caa2 from Caa1. The rating change reflects Moody's
increased probability of default expectation as the company's
fundamental performance continues to struggle and the company is
now for sale with a relatively tight deadline. The ratings outlook
is negative to reflect the uncertain operating environment and
recovery prospects for lenders.

Downgrades:

  Issuer: GSE Environmental, Inc.

     Corporate Family Rating, Downgraded to Caa2 from Caa1


     Probability of Default Rating, Downgraded to Caa3-PD from
     Caa1-PD

     Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

     Senior Secured Bank Credit Facilities, Downgraded to Caa2
     (LGD4, 51%) from Caa1 (LGD4, 51%)

Outlook Actions:

  Issuer: GSE Environmental, Inc.

     Outlook, Remains Negative

Ratings Rationale

The Caa2 CFR and Caa3-PD reflect Moody's elevated concern a
default under the bank facility is likely given the company's
dramatic decline in EBITDA in 2013 (through the first three
quarters of 2013, management's 'adjusted EBITDA' declined nearly
60% compared to the same period in 2012) combined with the
required sale of the company, as required in latest credit
agreement amendment. Weak European and North American landfill
construction coupled with increased competition adversely impacted
revenue which, coupled with higher resin input costs, contributed
to the EBITDA decline. The required sale in the current
challenging operating conditions lowers Moody's recovery
expectations. The short time frame (letters of interest must be
submitted by February 21 and the sale must be completed by March
31, 2014) could lead to lower bids than one without the time
pressure. Still, the company is the leading global supplier of
geo-synthetic liners used in a mix of end markets, including solid
waste landfills, coal burning power plants, mining, hydraulic
fracturing, and others. The company's sales are well diversified
globally, particularly for a company of this scale.

The Caa3-PD rating reflects Moody's high expectation for a default
under the current operating and sale conditions, while the Caa2
CFR reflects a higher than typical (50%) recovery expectation for
the lenders in a default situation.

Moody's views the company's liquidity as weak, as denoted by the
SGL-4 Speculative Grade Liquidity rating. Covenant compliance
continues to challenge GSE with the latest forbearance expiring
March 31, 2014. The company's cash balance, last reported at about
$19 million on September 30, 2013 could decline as the company
starts building up inventory for the spring demand. The recently
closed $15 million super senior credit line is the company's
primary external liquidity source and this facility matures the
earlier of a company sale or April 30, 2014. Borrowings under the
first lien revolver are limited to $18.8 million, or the borrowing
level at the time of the recent amendment.

An expectation for recovery below 50% for bank lenders or near
certain default of the bank facility would likely lead to lower
ratings. The ratings outlook could change to stable if
profitability rebounds somewhat and a sustainable capital
structure is implemented.

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

GSE Environmental, Inc. (fka Gundle/SLT Environmental, Inc.)
("GSE"), based in Houston, TX, is a global manufacturer of
geosynthetic lining products used in environmental protection and
for the confinement of solids, liquids and gases in the waste
management, liquid containment and mining industries. GSE markets
its products and installation services through internal and third-
party distribution channels. Revenues for the last twelve months
ended Septmber 30, 2013 were just under $450 million. The
company's stock is listed on the NYSE and funds affiliated with
Code Hennessy & Simmons LLC own just over 50% of the shares


GYMBOREE CORP: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 93.10 cents-on-the-
dollar during the week ended Friday, Jan. 17, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.78
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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


HONEYCLIFF LTD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Honeycliff, Ltd.
        1915 NE 45th Street, #101
        Fort Lauderdale, FL 33308

Case No.: 14-11005

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: David Kyle Blazek, Esq.
                  THE LAW OFFICES OF DAVID KYLE BLAZEK, PC
                  1825 NW Corporate Blvd #100
                  Boca Raton, FL 33431
                  Tel: 561-328-2835
                  Email: david@blazek-law.com

Total Assets: $1.35 million

Total Liabilities: $588,378

The petition was signed by Robert G. Armistead, president.

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


IANNOPOLLO ASSOCIATES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Iannopollo Associates
        45 North Wadsworth St.
        Geneva, NY 14456

Case No.: 14-20045

Chapter 11 Petition Date: January 15, 2014

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

Judge: Hon. Paul R. Warren

Debtor's Counsel: Douglas J. Lustig, Esq.
                  CHAMBERLAIN, D'AMANDA, ET AL
                  2 State Street, Suite 1600
                  Rochester, NY 14614
                  Tel: (585) 232-3730
                  Email: mms@cdlawyers.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Margret V. Iannopollo & John M.
Iannopollo, partners.

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


IMPULSE LLC: Files for Chapter 11 Reorganization
------------------------------------------------
Impulse LLC filed a Chapter 11 petition (Bankr. D. D.C. Case No.
13-00791) on Dec. 27, 2013.

Kim Yvette Johnson, Esq. (Tel: 443-838-3614), serves as counsel to
the Debtor.

The Debtor estimated $0 to $50,000 in assets and $1,000,001 to
$10,000,000 in liabilities.  The largest unsecured creditor is
Eagle Bank with $6,800,000 in claims.

Impulse LLC is located in 1634 Independence Ave. SE, Washington,
D.C. 20003.


INTERFAITH MEDICAL: Jan. 27 Hearing on Exclusivity Extensions
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 27, 2014, at
2:00 p.m., to consider Interfaith Medical Center, Inc.'s sixth
motion for exclusive periods to file a plan of reorganization and
to solicit acceptances thereof for approximately 60 additional
days.  Objections, if any, are due Jan. 20, at 4:00 p.m.

The Debtor requested that its exclusive filing period be extended
until March 31; and the exclusive solicitation period be extended
until June 2.

The Debtor explained that at the conclusion of the hearing on the
closure and transition motion, the Court ordered the Debtor and
other parties-in-interest to participate in mediation in an effort
to resolve certain outstanding issues between the parties related
to the closure and transition motion and closure and transition
plan.

According to the Debtor, the mediation, combined with the number
of different parties that must be brought to the negotiating
table, further weighs in favor of an extension of the exclusive
periods. Further, New York State Department of Health's (multiple
and last minute) extensions of the time period for the Debtor's
operations also supports extending the exclusive periods to factor
in the changing landscape.

The Debtor added that until a final order is entered by the Court
resolving the closure and transition motion, or an alternative
resolution of IMC's fate is reached through mediation or
otherwise, its ability to finalize and file a chapter 11 plan is
constrained.  Accordingly, the Debtor sought to extend the
exclusive periods to maintain the status quo with respect to the
Debtor's path for emergence from chapter 11.

Absent the extension, the Debtor's exclusive filing period will
expire on Jan. 30, and the exclusive solicitation period will
expire on April 3.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


JEFFERSON DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Jefferson Development Partners LLC
        437 Whitten St.
        Taunton, MA 02780

Case No.: 14-10129

Chapter 11 Petition Date: January 15, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)


Judge: Hon. Henry J. Boroff

Debtor's Counsel: John M. McAuliffe, Esq.
                  McAULIFFE & ASSOCIATES, P.C.
                  430 Lexington Street
                  Auburndale, MA 02466
                  Tel: (617) 558-6889
                  Email: john@jm-law.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Spencer Hicks, manager.

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


KCD IP: Moody's Reviews B2 Rating on Cl. A Notes for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed under review for downgrade
asset-backed notes issued by KCD IP, LLC. The notes are secured by
royalty payments from Kenmore, Craftsman and DieHard trademarks in
the United States and its territories. Sears Holdings Corporation
(Sears), the original owner of the trademarks, transferred them to
a bankruptcy-remote special-purpose entity, KCD IP LLC that issued
the notes. KCD IP LLC has licensed the trademarks to subsidiaries
of Sears: Sears, Roebuck and Co. and Kmart.

The complete rating action is as follows:

Issuer: KCD IP, LLC

Cl. A, B2 (sf) Placed Under Review for Possible Downgrade;
previously on Jan 23, 2012 Downgraded to B2 (sf)

Ratings Rationale

The review reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6, 2014, and the resulting
recent downgrade of Sears to Caa1 from B3. The downgrade of Sears
reflects its continued negative trends in revenue, operating
margin and market position.

Sears, through its Sears, Roebuck and Co. and Kmart subsidiaries
accounts for nearly all sales of the Kenmore, Craftsman and
DieHard products. The continued revenue contraction of Sears
increases the risk of declining revenue for the KCD bonds because
the royalty revenue on these brands depends to a large degree on
the operating performance of Sears.

Methodology underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating Intellectual Property ABS" published in
December 2013.

Factors that would lead to an upgrade or downgrade of the rating

KCD's revenue is strongly linked to the business performance of
Sears. Rating could be upgraded if Sears' efforts to transform its
business translate into improved operating margins and higher
sales.


LANDAUER CARE: Management Services Agreement With LMI DME Approved
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized Landauer Healthcare Holdings, Inc, et al., to
enter into a management services agreement with LMI DME Holdings
LLC.

As reported in the Troubled Company Reporter on Oct. 22, 2013,
the Court issued an interim order authorizing the Debtors to
perform their obligations under the management agreement pending a
final hearing on the motion.

The TCR on Oct. 8, 2013, reported the principal terms of the
management agreement.  The agreement provides that the manager
will provide experienced and qualified personnel to assist and
support the Debtors' business, including without limitation: (i)
durable medical equipment sales, rental and marketing efforts,
including the management of existing contracts with third parties,
(ii) patient third party payor and other billings and collections;
(iii) business operations, purchasing, product delivery and
logistics; (v) human resources; (vi) cash management, and
management of accounts payable, subject to the final cash
collateral order and any subsequent order approving use of cash
collateral by the Debtors; and (vii) strategic planning and
completing preparatory tasks for the transition, integration and
migration of the Debtors' business into LMI DME's ongoing
operations following the effective date of any plan.

The services provided by LMI DME under the management agreement
will be performed at no cost or charge to the Debtors, provided
that nothing will obligate LMI DME to incur any expense to any
third party.

The Debtor relates that at the hearing to consider approval of the
sale agreement for the sale of substantially all of the Debtors'
assets to LMI DME, no qualified bids were received prior to the
auction.  Accordingly, pursuant to the bid procedures order, the
auction was canceled.

In this relation, the sale hearing has been adjourned by agreement
of the Debtors, the Official Committee of Unsecured Creditors and
LMI DME to afford the parties an opportunity to attempt to
formulate a mutually agreeable proposed Chapter 11 Plan as an
alternative to the transaction contemplated by the sale agreement.

                     About Landauer Healthcare

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

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

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

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

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

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

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


LEIX CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Leix Construction & Development, Inc.
        1001 Wildwood Lane
        Mount Prospect, IL 60056

Case No.: 14-01320

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jack B. Schmetterer

Debtor's Counsel: Jonathan D. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  500 N. Dearborn St., 2nd Fl.
                  Chicago, IL 60654
                  Tel: 312-832-7892
                  Fax: 312-755-5720
                  Email: jgolding@goldinglaw.net

                    - and -

                  Richard N. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  500 North Dearborn Street, Second Floor
                  Chicago, IL 60610-4900
                  Tel: (312) 832-7885
                  Fax: (312) 755-5720
                  Email: RGOLDING@GOLDINGLAW.NET

Total Assets: $2.21 million

Total Liabilities: $2.95 million

The petition was signed by Michael Kelly, Sr., president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-1320.pdf


LIGHTSQUARED INC: Lenders Wish to Proceed with Plan Confirmation
----------------------------------------------------------------
The Ad Hoc Secured Group of LightSqured LP Lenders notified the
U.S. Bankruptcy Court for the Southern District of New York that
it intends to proceed with confirmation of the First Amended Joint
Chapter 11 Plan for LightSquared, Inc., et al., despite the
uncertainty caused the termination of the obligations of the DISH
Network Corporation affiliate under the plan support agreement
with the Lenders.

The Ad Hoc LP Secured Group added that it intends to modify its
Plan to include in the Allowed amount of Prepetition LP Facility
Claims all Prepetition LP Facility Postpetition Interest that will
accrue from Jan. 1, 2014 through the date those Claims are paid
under the Ad Hoc LP Secured Group Plan.  In addition, the Ad Hoc
LP Secured Group intends to modify the Plan so that, if the Ad Hoc
LP Secured Group Plan is implemented through the Alternative Bid -
- which will be in the amount of $1.2 billion payable in cash --
then all of the releases, exculpations and other protections for
L-Band Acquisition, LLC, DISH, SP Special Opportunities LLC, and
their respective insiders and affiliates will be eliminated and be
of no force and effect.

The Ad Hoc LP Secured Group said DISH didn't have the right to
cancel its offer for LightSquared and may seek to compel DISH to
perform its obligations and to recover damages and any other
remedies in accordance with applicable law.

The Ad Hoc LP Secured Group is represented by Glenn M. Kurtz,
Esq., and Andrew C. Ambruoso, Esq., at White & Case LLP, in New
York; and Thomas E Lauria, Esq., and Matthew C. Brown, Esq., at
White & Case LLP, in Miami, Florida.


LIGHTSQUARED INC: LBAC Seeks Declaration on Termination of Bid
--------------------------------------------------------------
L-Band Acquisition LLC, a subsidiary of Dish Network Corp., asked
U.S. Bankruptcy Judge Shelley Chapman to declare that its $2.2
billion takeover bid for LightSquared was terminated on or
before January 10.

The move comes after a group of LightSquared's lenders announced
that it will seek confirmation of its proposed plan for the
wireless communications company.

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

L-Band lawyer, Rachel Strickland, Esq., at Willkie Farr &
Gallagher LLP, in New York, said the lenders are forcing L-Band
"to move forward with a bid for the LP assets that has been
withdrawn."

"There is no basis for imposing new, extra-contractual obligations
on [L-Band]," Ms. Strickland said in a Jan. 16 filing.

Dish Network formally withdrew its $2.2 billion offer for the LP
assets on Jan. 9 that sent investors scurrying.  Earlier reports
said that shares in Dish Network were down more than 2.5% on Jan.
9, to close at $56.48, after a lawyer for LightSquared said in
bankruptcy court that its suitor had terminated its offer.

                      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.


LILY GROUP: Asks Court to Approve Redwine as Stalking Horse Bidder
------------------------------------------------------------------
Lily Group, Inc., asked the U.S. Bankruptcy Court in Indiana to
approve the selection of Redwine Management Company, Inc. as the
stalking horse bidder in connection with the sale of its major
assets.

The initial bid from Redwine Management sets the floor for further
offers for the assets, which will be sold at an auction.

Under the terms of its purchase agreement with Lily Group, Redwine
Management will receive a breakup fee of $225,000 should the
company choose an offer from a rival bidder.

Redwine Management is entitled to a refund of any payments made in
connection with the deal.  A minimum initial overbid of $325,000
is also required.

Redwine Management is not willing to commit to hold open its offer
to buy the assets unless the bankruptcy court approves the breakup
fee and the overbid protections, Lily Group said in a court
filing.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LOCATION BASED TECHNOLOGIES: Has $1.05-Mil. Loss in First Quarter
-----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $1.05 million on $408,804 of total net
revenue for the three months ended Nov. 30, 2013, compared to a
net loss of $3.42 million on $208,555 of total net revenue for the
same period in 2012.

The Company's balance sheet at Nov. 30, 2013, showed $2.84 million
in total assets, $10.27 million in total liabilities, and
stockholders' deficit of $7.43 million.

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

                       http://is.gd/fki8Gg

                About Location Based Technologies

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

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

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

                        Bankruptcy Warning

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

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


LONGVIEW POWER: Kvaerner Balks as Exclusivity Extension
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Jan. 22, 2013, at 10:00 a.m., to consider
Longview Power, LLC, et al.'s motion for exclusivity extension.

At the hearing, the Court will also consider objections filed by
parties-in-interest.

Kvaerner North American Construction Inc., in its objection,
stated that the Debtors and Backstoppers have repeatedly expressed
that reorganization in the cases must be accomplished quickly and
that any other timetable is unworkable.  Through the exclusivity
motion, the Debtors suddenly seek to prolong the timeframe for
reorganization

As reported in the Troubled Company Reporter on Jan. 3, 2014,
the Debtor is seeking an expansion of the exclusive right to
propose a reorganization plan in concert with the already
scheduled confirmation hearing on Feb. 10 for approval of the
Chapter 11 plan.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Debtor set up the confirmation hearing when the
bankruptcy judge in Delaware approved disclosure materials
allowing creditors to vote on the plan.  Critical to the
confirmation process is a Feb. 7 hearing to reduce or eliminate
claims of mechanics' lienholders.

If the motion is approved, the new plan-filing deadline will be
March 14.

The plan would reduce debt by more than $1 billion by giving
holders of a $1.04 billion credit facility 85 percent to 90
percent of the new stock. It is to be financed with a $150 million
loan already approved by the court.

An unresolved issue is the status of $370 million in mechanics'
liens and whether they come before or behind other lenders. The
company initiated proceeding for the bankruptcy court to estimate
the mechanics' lien claims. The company says they are entitled to
no payment under the plan.

Eric Lopez Schnabel, Esq., at Dorsey & Whitney (Delaware) LLP; and
Neil E. McDonell, Esq., at Dorsey & Whitney LLP, on behalf of
Kvaerner, filed under seal, its objection and reservation of
rights to Longview Power, LLC's motion to estimate the claims of
Kvaerner, Siemens Energy, Inc., and Foster Wheeler North America
Corp. at zero dollars.  In a separate filing, Siemens Energy,
Inc., also filed under seal its objection to the Debtor's motion.

                     About Longview Power LLC

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

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

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

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

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


M*MODAL INC: Bank Debt Trades at 14% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 85.80 cents-on-the-
dollar during the week ended Friday, Jan. 17, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.25
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


MORGANS HOTEL: JPMorgan Stake Down to 1.2% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, JPMorgan Chase & Co. disclosed that as of
Dec. 31, 2013, it beneficially owned 420,108 shares of common
stock of Morgans Hotel Group Co. representing 1.2 percent of the
shares outstanding.  JPMorgan previously reported beneficial
ownership of 2,934,261 common shares or 9.3 percent equity stake
as of Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/s3Ekjc

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $572.83
million in total assets, $745.70 million in total liabilities,
$6.31 million in redeemable noncontrolling interest and $179.18
million total deficit.


MRI SOFTWARE: Moody's Assigns 'B3' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service announced new debt ratings for MRI
Software LLC. The Corporate Family rating ("CFR") is B3, the
Probability of Default rating ("PDR") is B3-PD, and the proposed
senior secured 1st lien revolving credit facility due 2019 and
proposed senior secured 1st lien term loan due 2021 are rated B2.
The ratings outlook is stable.

The proceeds of the rated debt, together with an unrated senior
secured 2nd lien term loan, will be used to fund a dividend to
shareholders, refinance existing indebtedness and pay related fees
and expenses.

Ratings Rationale

The B3 CFR reflects MRI's high financial leverage, small size and
limited operating scope, the competitive marketplace in which it
operates and Moody's expectations for free cash flow to be used
for acquisitions rather than debt repayment. With revenues of
approximately $85 million and EBITDA of less than $35 million, MRI
is one of the smallest rated corporate finance issuers in North
America. Moody's expects MRI's debt to EBITDA to remain greater
than 6 times as revenues and EBITDA are expected to only have 3%
growth while debt reduction is not anticipated. However, MRI is
well known in the commercial and residential property management
industry as a quality provider of financial and operational
software as a service. Although small, revenue is predictable
thanks to an 86% recurring revenue rate and a client retention
rate that is greater than 90%. The planned dividend to
shareholders is greater than MRI's book equity capitalization,
highlighting its aggressive financial policies. Liquidity from $10
million of anticipated free cash flow and the $15 million revolver
is considered adequate.

The stable ratings outlook reflects Moody's expectation for 2% to
4% revenue growth, steady EBITDA margins about 40% and at least
$10 million of annual free cash flow. The ratings incorporate an
expectation for most free cash flow to be applied towards
acquisitions rather than debt reduction. The ratings could be
lowered if customer retention declines, anticipated revenue growth
slows, or EBITDA margins decline, resulting in Moody's coming to
expect diminished liquidity. The ratings could be raised if the
size and scope of the business expands while profit margins and
customer retention rates remain high, leading Moody's to expect
debt to EBITDA to be maintained below 6 times while free cash flow
is expected to be at least $30 million a year.

Assignments:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Revolving Credit Facility due 2019, Assigned B2
(LGD3, 35%)

Senior Secured 1st Lien Term Loan due 2021, Assigned B2 (LGD3,
35%)

Outlook, Assigned Stable

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

MRI, controlled by affiliates of Vista Equity Partners, provides
financial and operational software as a service to commercial and
residential property managers.


MTS LAND: 3rd Amended Plan Declared Effective in December
---------------------------------------------------------
MTS Land, LLC, and MTS Golf, LLC, notified the U.S. Bankruptcy
Court for the District of Arizona that the Effective Date of their
Third Amended Joint Plan of Reorganization, as further modified,
occurred on Dec. 9, 2013.

As reported in the Troubled Company Reporter on Nov. 8, 2013,
the Debtors on Oct. 30 made further modifications to the Third
Amended Joint Plan.  A copy of the document is available at
http://bankrupt.com/misc/MTS_Golf_3rd_Amended_Plan.pdfat no extra
charge.

The Debtors' Plan is a 100 percent payment plan.  All creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  General unsecured creditors are
still impaired -- they will be paid in full in cash, plus post-
Effective Date interest on the first anniversary of the Effective
Date.  The holders of equity securities are unimpaired and will
retain all of their legal interests.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Gerald M.
Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz,
Esq., at Gordon Silver, represent the Debtor.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


NATIONAL MENTOR: Moody's Affirms B3 CFR & Rates Sr. Facilities B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to National Mentor
Holdings, Inc.'s proposed senior secured credit facilities,
including a $100 million senior secured revolving credit facility
(undrawn at close) and a $560 million senior secured term loan.
Moody's also affirmed National Mentor's B3 Corporate Family Rating
and B3-PD Probability of Default Rating. At the same time, Moody's
upgraded National Mentor's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3. The rating outlook is stable.

The proceeds from the new credit facilities will be used to
refinance in full all amounts outstanding under the company's
existing credit facilities and pay related transaction fees and
expenses.

Following is a summary of Moody's rating actions:

Issuer: National Mentor Holdings, Inc.

Ratings assigned:

$100 million senior secured revolving credit facility, B1 (LGD 3,
31%)

$560 million senior secured first lien term loan, B1 (LGD 3, 31%)

Moody's expects to withdraw the following ratings upon close of
the transaction:

$75 million senior secured revolving credit facility due 2016, B1
(LGD 3, 30%)

$552 million senior secured term loan B1 due 2017, B1 (LGD 3, 30%)

Ratings affirmed/LGD assessments revised:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$250 million 12.5% senior unsecured notes due 2018, to Caa2 (LGD
5, 86%) from Caa2 (LGD 5, 84%)

Ratings upgraded:

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

The rating outlook is stable.

All ratings are subject to review of final documentation.

RATINGS RATIONALE

National Mentor's B3 Corporate Family Rating reflects the
company's high financial leverage, high revenue concentration
among its largest states, and exposure to pressured state budgets.
There is risk associated with the company's heavy reliance on
funding from governmental programs as most states continue to face
fiscal challenges. However, the ratings also reflect the company's
leading position in the otherwise fragmented market of home and
community-based human services.

The upgrade of the Speculative Grade Liquidity rating reflects the
company's improved liquidity and debt maturity profile following
the proposed refinancing transaction, and improved cash flow
conversion resulting from recent cost containment initiatives and
operating margin enhancement. In addition, liquidity benefits from
an improved financial covenant profile, given Moody's expectation
that the term loan will not contain any financial covenants, and
that the revolver will contain a single springing financial
leverage covenant, to be tested when 30% of the facility is drawn,
and set with headroom of approximately 30% above plan.

The stable outlook reflects Moody's expectation that the company
will be able to effectively manage reimbursement pressures and
other operating challenges, while preserving operating
performance. National Mentor should continue to benefit from its
considerable scale in its sector and its market position. However,
Moody's expects leverage to remain high and interest coverage to
remain moderate.

Since the company is highly levered, the ratings could be
downgraded if there is deterioration in the company's operating
performance, such that free cash flow turns negative on a
sustained basis, or if the company undertakes material debt-
financed acquisitions or shareholder initiatives.

Given the challenging operating environment and expectation that
leverage and interest coverage will remain moderate, Moody's does
not foresee positive movement in the rating over the near term.
However, the rating could be upgraded if performance improves and
financial policies moderate such that leverage is sustained below
5.5 times.

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

Headquartered in Boston, MA, National Mentor Holdings, Inc.
(National Mentor) through its subsidiaries, provides home and
community-based health and human services to (i) individuals with
intellectual/developmental disabilities ("I/DD"); (ii) persons
with acquired brain injury ("ABI") and other catastrophic injuries
and illness; and (iii) at-risk youth with emotional, behavioral or
medically complex needs and their families ("ARY"). Most of the
company's services involve residential support, typically in small
group homes, host homes, and small specialized community
facilities. Non-residential services consist primarily of day
programs and periodic services in various settings. National
Mentor is privately-owned by private equity sponsor Vestar Capital
Partners V, L.P. The company reported net revenue of approximately
$1.2 billion for the fiscal year ended September 30, 2013.


NEW LIFE: Meeting of Creditors Scheduled for Feb. 5
---------------------------------------------------
The U.S. Trustee for the Middle District of Florida will convene a
meeting of creditors in the Chapter 11 case of New Life
International on Feb. 5, 2014, at 10:00 a.m.  The meeting will be
held at Customs House, 701 Broadway, Room 100, Nashville,
Tennessee.

The Court ordered that the last day to file complaint to determine
dischargeability of certain debts is April 7.

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor estimated $10 million to $50 million in assets and
liabilities.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.


NEXT 1 INTERACTIVE: Delays Form 10-Q for Nov. 30 Quarter
--------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the period
ended Nov. 30, 2013.  The Company said it was not able to obtain
all information prior to filing date and the accountant could not
complete the required financial statements and management could
not complete Management's Discussion and Analysis of those
financial statements by Jan. 14, 2014.

                   About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.  The Company's balance
sheet at Aug. 31, 2013, showed $4,218,292 in total assets,
$17,299,426 in total liabilities, and stockholders' deficit of
$13,081,134.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NITRO PETROLEUM: Posts $189-K Net Income in Oct. 31 Quarter
-----------------------------------------------------------
Nitro Petroleum Incorporated filed its quarterly report on Form
10-Q, reporting a net income of $189,666 on $613,354 of total
revenues for the three months ended Oct. 31, 2013, compared with a
net loss of $117,978 on $56,568 of total revenues for three months
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $3.25 million
in total assets, $1.07 million in total liabilities, and
stockholders' equity of $2.18 million.

At Oct. 31, 2013, the Company had not yet achieved profitable
operations, has accumulated losses of $6,364,512 since its
inception, has working capital of only $222,872 and expects to
incur further losses in the development of its business, all of
which casts substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/iJO6Hs

Shawnee, Oklahoma-based Nitro Petroleum Incorporated is engaged
primarily in the acquisition, development, production, exploration
for, and the sale of oil, gas and natural gas liquids and
properties.  All business activities are conducted in Texas and
Oklahoma and the Company sells its oil and gas to a limited number
of domestic purchasers.


NNN 3500: Jan. 22 Hearing on Aliniazee Hiring as CRO
----------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 22, 2014, at
2:00 p.m., to consider NNN 3500 Maple 26, LLC, et al.'s amended
applications to (i) employ Mubeen M. Aliniazee as chief
restructuring officer; and (ii) approve the assumption of
consulting services agreements.

The Debtors related that in anticipation of their bankruptcy
filings, on July 31, 2013, the Debtors entered into a consulting
services agreement with Highpoint Management Solutions, LLC.

Pursuant to the CSAs, Mr. Aliniazee has been serving as the CRO of
each Debtor in order to assist the Debtors in the management of
the Chapter 11 cases.  Among other things, Mr. Aliniazee has
assisted the Debtors with (i) the preparation of each Debtor's
petition (and related filings), statement of financial affairs and
schedule of assets and liabilities; (ii) the preparation of
numerous motions and other pleadings in connection with these
Chapter 11 cases; and (iii) the Debtors' meetings with the U.S.
Trustee and creditors.

On Oct. 25, the Debtors filed their motion and no objections were
filed to the Aliniazee retention motion; however, the U.S.
Trustee's office provided the Debtors with informal comments.

In this relation, the amended motion was filed primarily to
address the U.S. Trustee's concerns and document the agreement
with same.

The Debtors, through the motion, also sought approval of the
assumption of the CSA, as modified.  The modification provides
for, among other things:

   1. The choice of law for disputes under the CSAs will be
Arizona; however, the Bankruptcy Court will have exclusive
jurisdiction over any disputes arising with regard to the CSAs.

   2. The parties recognize that Mr. Aliniazee did not receive the
retainer provided for in the new consulting agreement prepetition.

The Debtors propose to compensate Mr. Aliniazee in accordance with
the terms of the CSAs.  The CSAs provides that, regardless of the
duration or outcome of the Chapter 11 cases, Mr. Aliniazee will be
paid a flat fixed fee of $75,000 - $10,000 for the original Debtor
and $2,500 for each of the other Debtors -- which will be payable
by the Debtors upon the confirmation of a chapter 11 plan in the
Chapter 11 cases.

                      About NNN 3500 Maple 26

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012. Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.

NNN 3500 MAPLE 26 LLC, et al., submitted to the U.S. Bankruptcy
Court for the Northern District of Texas a Disclosure Statement
and Joint Plan of Reorganization dated Nov. 7, 2013.  The Plan
proposes to pay in full all creditors.  The Reorganized Debtors
will assume the liability for and obligation to perform and make
all distributions or payments on account of all Allowed Claims.


OCEANSIDE MILE: Creim Macias Approved as Reorganization Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Oceanside Mile LLC, to employ Creim Macias Koenig &
Frey, LLP as reorganization counsel.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Creim Macias is expected to:

   (a) advise the Debtor with regard to the requirements of the
       Bankruptcy Court, Bankruptcy Code, Federal Rules of
       Bankruptcy Procedure, Local Bankruptcy Rules and the Office
       of the U.S. Trustee as they pertain to the Debtor;

   (b) advise the Debtor with regard to certain rights and
       remedies of its bankruptcy estate and the rights, claims
       and interests of creditors;

   (c) assist the Debtor with the negotiation, documentation and
       any necessary Court approval of transactions disposing of
       property of the estate;

   (d) represent the Debtor in any proceeding or hearing in the
       Bankruptcy Court involving the estate unless the Debtor is
       represented in such proceeding or hearing by other special
       counsel;

   (e) conduct examinations of witnesses, claimants or adverse
       parties and representing the Debtor in any adversary
       proceeding except to the extent that any such adversary
       proceeding is in an area outside of Creim Macias' expertise
       or which is beyond Creim Macias' staffing capabilities;

   (f) prepare and assist the Debtor in the preparation of
       reports, applications, pleadings, and orders including, but
       not limited to, applications to employ professionals,
       interim statements and operating reports, initial filing
       requirements, schedules and statement of financial affairs,
       financing pleadings and pleadings with respect to the
       Debtor's use, sale or lease of property outside the
       ordinary course of business;

   (g) assist the Debtor in the negotiation, formulation,
       preparation and confirmation of a plan of reorganization
       and the preparation and approval of a disclosure statement
       in respect of the Plan; and

   (h) perform any other services which may be appropriate in
       Creim Macias' representation of the Debtor during the
       Debtor's bankruptcy case.

Creim Macias will be paid at these hourly rates:

       Partners                     $400-$595
       Associates                   $275-$350
       Paralegal and case clerks    $125-$175

Creim Macias will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Creim Macias received a pre-petition retainer from the Debtor in
the amount of $37,000 of which $1,213 was used for the filing fees
for this case.  Creim Macias provided legal services to the Debtor
prior to the filing of the petition date of $7,619.50 which was
applied to such bill in the ordinary course on ordinary and usual
business terms prior to filing the petition.  As of the petition
date, the balance on the retainer is $28,138.73.

Sandford L. Frey, Esq., partner of Creim Macias, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                      About Oceanside Mile

Oceanside Mile LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  The Debtor estimated assets of at
least $10 million and liabilities of at least $1 million.  Judge
Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OCZ TECHNOLOGY: Toshiba Wins Approval to Take Over Firm for $35MM
-----------------------------------------------------------------
Judge Peter J. Waslsh of the U.S. Bankruptcy Court for the
District of Delaware authorized OCZ Technology Group, Inc., et
al., to sell all or substantially all of their assets to Toshiba
Corp. for $35 million.

Toshiba agreed not to affirmatively pursue the avoidance actions
purchased pursuant to the Asset Purchase Agreement but may raise
and assert those actions as a defense, counterclaim, or offset in
any litigation, dispute, claim, or action asserted against
Toshiba.

The sale order came after the Debtors notified the Court that
other than Toshiba's stalking horse bid, no other bids were
received by the Debtors prior to the bid deadline that satisfied
the qualified bid requirements.  Accordingly, no auction occurred
and the Debtors proceeded with the sale of their assets to
Toshiba.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, aside from several suppliers who said they aren't being paid
enough to cure defaults on contracts, the major objection comes
from the official creditors' committee, which said it's concerned
the sale won't throw off enough cash to pay expenses run up during
bankruptcy, a condition known as administrative insolvency.  Judge
Walsh overruled on the merits all objections to the sale motion
that have not been withdrawn, waived, resolved, or otherwise
settled.

                            About OCZ

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

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

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

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


PALOMAR HEALTH: Fitch Affirms 'BB+' Rating; Outlook to Negative
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on Palomar Health's
(PH) outstanding debt.

The Rating Outlook is revised to Negative from Stable.

Security

The bonds are secured by a gross revenue pledge of the obligated
group (OG).  The obligated group is comprised of PH's acute care
facilities as well as other healthcare related entities, but
excludes Arch Health Partners, a medical foundation.  The OG
accounted for 100% of total assets and 90% of total revenue of the
consolidated entity in FY 2013 (June 30 fiscal year end).  Fitch's
analysis is based on the consolidated entity.

Key Rating Drivers

Decline In Liquidity More Than Anticipated: The revision in
Outlook to Negative from Stable reflects a greater decline in
liquidity than expected during Fitch's last rating review, in
conjunction with stressed financial operations that is just
beginning to rebound.

Operational Improvement Initiatives Taking Hold: After a difficult
fiscal 2013 due to transition expenses related to the move to the
new facility in addition to a volume short fall and increased
depreciation and interest expense, several operational improvement
measures were implemented and most notably included a reduction in
force of 133 FTEs in July and August of 2013.  Through the six
months ended December 2013, operating cash flow has rebounded.

Significant Capital Investment Complete: In August 2012, PH opened
its 288-bed Palomar Medical Center (PMC) in Escondido, California.
The opening and subsequent relocation of most service lines into
PMC was the centerpiece of PH's large and ambitious $1.06 billion
facilities master plan.  Future capital needs are minimal and
projected to be $25 million a year in fiscal 2014-2016, or
approximately 40% of depreciation expense.

High Debt Burden: PH's debt burden remains very high and MADS
coverage is weak and barely met its covenant requirement in fiscal
2013.

Good Market Position: PH's rating remains at the BB+ level despite
the deterioration in financial performance given its market
position in a good service area.  PH has the opportunity to
capture additional volume growth through its strategic
partnerships and investment in its medical foundation.

Rating sensitivities

Lack of liquidity improvement: A downgrade is precluded at this
time given the improved cash flow through the six months ended
Dec. 31, 2013.  However, PH's liquidity position is particularly
concerning and Fitch expects that with the improved cash flow and
minimal capital needs, liquidity should improve in the near term.
The lack of a demonstrated improvement in liquidity or a reversal
in the operating improvement trend would result in negative rating
pressure.

Credit Profile

PH, formerly known as Palomar Pomerado Health System, is a
California hospital district that operates three hospitals in
northern San Diego County.  For fiscal 2013, PH's consolidated
audited results included its medical foundation, Arch Health
Partners.  Total operating revenue in fiscal 2013 was $670
million.  Interim financial results are for the OG only.

Opening of Palomar Medical Center

In August 2012, PH opened its new 288-bed Palomar Medical Center
in North San Diego County and successfully relocated the majority
of its service lines to the new hospital from its downtown
Escondido facility.  The downtown facility will remain operational
and house an urgent care center, labor and delivery, behavioral,
and acute rehab service lines.  PMC was a key component of PH's
sizable $1.06 billion facilities master plan, which also included
expanding its Pomerado Hospital in Poway and building outpatient
satellite clinics.  PH operates a total of 508 beds and all the
acute care facilities are seismically compliant.

Fiscal 2013 Performance Challenged by New Hospital Opening
During Fitch's last rating review, PH's fiscal 2013 year to date
performance had significantly deteriorated due to challenges with
the transition to the new facility.  In February of 2013,
management implemented several operational improvement measures to
reduce losses the last five months of the fiscal year.  These
initiatives included implementing a hiring freeze and productivity
improvement targets, flexing staffing levels to volume and
reducing non-labor expenses. Fiscal 2013 ended with a negative 8%
operating margin ($53.6 million operating loss) compared to a 3.4%
operating margin ($19 million operating income) the prior year.
Included in these results are the operations of Arch Health
Partners, which contributed $14.5 million to the loss in fiscal
2013.  This resulted in very weak MADS coverage of 0.9x in fiscal
2013 compared to 1.2x in fiscal 2012.  Per bond covenant
calculations based on OG only, MADS coverage was 1.18x for fiscal
2013, barely meeting the requirement of 1.15x.

Operational Turnaround in Effect
Additional initiatives have been identified in fiscal 2014 to
continue the improved performance trajectory and most notably, a
reduction in force in July and August 2013 resulted in annualized
savings of $29 million.  The other initiatives total at least $17
million for the fiscal year and include capitation management
improvement, pharmaceutical expense management and information
systems outsourcing as well as other operational initiatives.  PH
continues to focus on reducing its expense per adjusted discharge
and the fiscal 2014 excess income budget for the OG is negative
$25 million.  Operating cash flow has improved through the six
months ended Dec. 31, 2013 with an operating EBITDA margin of
10.6% and MADS coverage was 1.7x and year to date performance is
ahead of budget.

Volume continues to be a concern especially from its strategic
partnership with Kaiser, which has not achieved targeted
expectations.  Adjusted discharges remain below budget through
December 2013 but are ahead of the prior year by 10%.  There are
various initiatives that are being undertaken to focus on revenue
growth including its investment in Arch Health Partners.

Lower Liquidity Than Expectations
Arch Health Partners is a medical foundation located in Poway, CA
with nine other locations in the service area.  PH became aligned
with Arch Health Partners in 2010 and over the last year has
provided significant support to the organization, which totaled
$12 million in fiscal 2013 and was one of the reasons for the drop
in liquidity.  There is new management at Arch Health Partners and
PH is implementing better oversight, which should reduce losses.

As of June 30, 2013, unrestricted cash and investments dropped to
$119 million from $178 million the prior year driven by the equity
contribution for the completion of its facilities master plan,
Arch Health Partners support, philanthropy shortfall and increase
in accounts receivable.  This resulted in 65 days cash on hand and
20.6% cash to debt.  For the OG, days cash on hand was 77 days as
of June 30, 2013 but still below the 80 days cash on hand covenant
for the series 1999 and 2006 insured bonds (65 days cash on hand
covenant for uninsured bonds).  PH advised the insurers of the
initiatives which PH has implemented to remedy the
underachievement, which have been acknowledged as acceptable by
the insurers.  Per bond covenant calculations, total expenses
exclude interest expense.  Days cash on hand for the OG was 69
days at Dec. 31, 2013 per Fitch's calculation and excluding
interest expense from total expenses, days cash on hand was
relatively stable from fiscal year end 2013 at 73 days.
Management indicated that its initiatives are targeted toward
covenant compliance for fiscal year end 2014 with incremental
improvements thereafter.  The failure to improve liquidity would
result in negative rating pressure.

High Debt Burden
PH has a significant debt burden due to its facilities master
plan.  As of June 30, 2013, total debt outstanding was $1.1
billion and included $ 575 million of revenue bonds and $559
million of general obligation (GO) bonds.  Fitch rates the GO
bonds 'A+'. The revenue bonds are 70% fixed rate and 30% variable
rate (auction mode; series 2006).  PH has three fixed payor
interest rate swaps with Citi related to the series 2006 bonds and
the swaps are insured by Assured Guaranty.  There are currently no
collateral posting requirements, but would occur if Assured
Guaranty's rating falls below the 'A' category and would be at a
zero threshold based on PH's current rating.  The mark to market
valuation as of June 30, 2013 was negative $26 million.  In
addition, there is an additional termination event if Assured
Guaranty's rating falls below 'BBB'.

Good Market Position
Fitch believes that PH's location in North San Diego County is one
of its main credit strengths with opportunity to capture the
population growth along the I-15 corridor.  Its strategic
operating relationships with Kaiser Permanente and Rady Children's
Hospital (both rated 'A+' by Fitch) and its investment in Arch
Health Partners provides a foundation to drive volume.

As a California hospital district, PH receives unrestricted
property tax revenues from a fixed share of the 1% property tax
levied by the County of San Diego on all taxable real property in
PH's boundaries.  PH received $12.9 million and $12.7 million in
unrestricted property tax revenues in fiscal 2013 and 2012,
respectively.  This tax revenue is included in other operating
revenue.  PH also receives ad valorem tax revenues generated by
the separate voter-approved tax levy that is pledged solely for
the payment of principal and interest on PH's series 2005, 2007,
2009, and 2010 GO bonds.  Fitch's financial analysis excludes the
GO bonds and related property tax revenue and interest expense.

Disclosure
PH covenants to provide annual audited financial reports and
unaudited quarterly financial statements to bondholders.
Quarterly information, including a balance sheet, income
statement, and statement of changes in net assets will be provided
within 45 days after the end of each of the first three fiscal
quarters.

Outstanding Debt:

-- $159,449,000 Palomar Health (CA) COPs series 2010
-- $228,724,000 Palomar Health (CA) COPs series 2009
-- $171,673,000 Palomar Health (CA) COPs series 2006A-C
-- $15,227,000 Palomar Health (CA) insured refunding revenue
     bonds series 1999


PARADISE HOSPITALITY: Post-Confirmation Plan Changes Not Valid
--------------------------------------------------------------
The Bankruptcy Court, according to Paradise Hospitality, Inc.'s
case docket, denied the Debtor's request for a post-confirmation
modification of the Debtor's Chapter 11 Plan, or, alternatively,
for final decree closing the Chapter 11 case.

The Troubled Company Reporter on Jan. 10, 2014, reported on the
creditors' objections to the Debtor's motion for post-confirmation
modification of the Chapter 11 Plan: (i) according to RREF WB
Acquisitions, LLC, the Debtor is in default of essentially every
material obligations in its First Amended Chapter 11 Plan of
Reorganization filed Nov. 20, 2012; (ii) Metrotex asserted that
the Debtor has failed to substantially consummate the Plan and in
material default under the Plan, the Debtor by its conduct in the
Chapter 11 Plan has shown that there is no benefit to unsecured
creditors; (iii) Lim Ruger said the Debtor inaccurately represents
that it has made all payments due under the confirmed plan from
the Effective Date through October 2013.  The Debtor has failed to
pay $211,324 of Lim Ruger's professional fees and expenses
authorized for full and immediate payment by the Court in June
2013.

                             The Plan

Bankruptcy Judge Erithe Smith entered an order on Feb. 6, 2013,
confirming Paradise Hospitality's First Amended Chapter 11 Plan of
Reorganization.  According to the Disclosure Statement, the Plan
will accomplish payments under the Plan by its earnings from
rental of the Debtor's property.  The Debtor's revenue will be
used to pay secured property tax claims, pay RREF pay
administrative claims and priority unsecured claims, with
a distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

In seeking post-confirmation modifications to the Plan, the Debtor
said it has encountered unanticipated circumstances that have
caused the Debtor to be temporarily unable to consummate the Plan,
as confirmed.  The Debtor, with the consent of its primary secured
lenders, entered into an agreement with Best Western
International, Inc.  The Debtor anticipated that the agreement
would lead to a net increase in the monthly room revenues of
approximately 15 percent, however, due to Best Western's demand
for the Debtor to make outlays for capital improvements to a
hotel, the Debtor has exhausted funds it would otherwise have had
to service its Plan payments and operate its hotel during the slow
season, which starts in November and goes through March.

As reported in the TCR on April 2, 2013, Judge Erithe Smith
entered an order on Feb. 6, 2013, confirming Paradise
Hospitality's First Amended Chapter 11 Plan of Reorganization.

According to the Disclosure Statement, the Plan will accomplish
payments under the Plan by its earnings from rental of the
Debtor's property.  The Debtor's revenue will be used to pay
secured property tax claims, pay RREF WB Acquisitions, LLC, pay
administrative claims and priority unsecured claims, with a
distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

The Debtor, in its motion, said that the primary basis for the
motion is that the Debtor has encountered unanticipated
circumstances that have caused the Debtor to be temporarily unable
to consummate the Plan as confirmed.

In particular, the Debtor, with the consent of its primary secured
lenders, entered into an agreement with Best Western
International, Inc.  The Debtor anticipated that the agreement
would lead to a net increase in the monthly room revenues of
approximately 15 percent, however, due to Best Western's demand
for the Debtor to make outlays for capital improvements to a
hotel, the Debtor has exhausted funds it would otherwise have had
to service its Plan payments and operate its hotel during the slow
season, which starts in November and goes through March.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PARK TAHOE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Park Tahoe, LP
        4035 E. Thousand Oaks Blvd.
        Thousand Oaks, CA 91362

Case No.: 14-10250

Chapter 11 Petition Date: January 16, 2014

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

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Steven R Fox, Esq.
                  LAW OFFICES OF STEVEN R. FOX
                  17835 Ventura Blvd Ste 306
                  Encino, CA 91316
                  Tel: 818-774-3545
                  Fax: 818-774-3707
                  Email: emails@foxlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Gary Peterson, pres. of Park Tahoe,
Inc., gen. partner of Park Tahoe, LP.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-10250.pdf


PATHEON INC: S&P Lowers CCR to 'B' and Removes Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Patheon Inc. to 'B' from 'B+' and removed all
ratings from CreditWatch with negative implications.  The rating
outlook is stable.

At the same time, S&P assigned a 'B' corporate credit rating to
what will become Patheon's parent, JLL/Delta Dutch NewCo B.V.

S&P also assigned a 'B' issue-level rating to JLL/Delta Dutch
NewCo B.V.'s first-lien credit facilities, which consist of a
$200 million revolving credit facility, a $810 million USD term
loan, and a $340 million dollar-equivalent EUR term loan.  The
recovery rating is '3', indicating S&P's expectation of meaningful
(50%-70%) recovery of principal in the event of default.

Additionally, S&P assigned a 'CCC+' issue-level rating to the
proposed $500 million unsecured notes.  The recovery rating is
'6', indicating S&P's expectation for negligible (0% to 10%)
recovery for lenders in the event of a payment default.

The company will use proceeds of the credit facility, the notes,
and a $200 million unrated pay-in-kind (PIK) note to refinance
existing debt, purchase Patheon equity, purchase the
pharmaceutical products business of Royal DSM (DPP), and pay
related fees and expenses.

"We lowered the ratings because Patheon's debt burden will
increase as a result of the proposed transaction to take the
company private and to combine the business with the
pharmaceutical products business (DPP) of Dutch chemicals company,
Royal DSM," said credit analyst Shannan Murphy.  "We revised our
assessment of the company's financial profile to "highly
leveraged" from "aggressive," reflecting our expectation that
leverage will remain above 6x over the next couple of years."

S&P's outlook is stable, reflecting its expectation that revenue
will grow significantly as a result of the combination with DPP,
organic revenue will grow at a mid-single-digit rate and that
expected synergies and cost savings will preserve EBITDA margins.
It also reflects S&P's expectation that restructuring expenses
will wind down and that the company will generate positive
discretionary cash flow in 2015.

Upside Scenario

S&P could consider raising the rating if the company's revenue and
EBITDA growth exceed its expectations, S&P becomes less concerned
about integration risk, the company improves its profitability,
lowers leverage to the mid-5x area, and S&P is convinced that the
company would not releverage.  This would entail pro forma revenue
growing at a double-digit rate and margins expanding 150 basis
points (bps) or more.

Downside Scenario

S&P could consider lowering the rating if the company's liquidity
weakens.  For example, if S&P revises its expectation that the
company will generate moderate discretionary cash flow or if the
company's margin of compliance with its maintenance covenant
approaches 10% and it has a meaningful balance under its revolver,
S&P could consider lowering the rating.  This could be the result
of underperforming acquisitions and/or significant contract losses
that would cause organic revenue to decline at a single-digit pace
and the company's EBITDA margin to decline 200 bps or more.


PETRON PACIFIC: Files for Chapter 7 Liquidation
-----------------------------------------------
The Washington Post reports that Petron Pacific Inc. filed a
Chapter 7 petition (Bankr. E.D. Va Case No. 13-15712-RGM) on Dec.
30, 2013, in Alexandria, Virginia.

John C. Morgan Jr., Esq. (Tel: 540-349-3232), serves as counsel to
the Debtor.

The Debtor estimated $0 to $50,000 in assets and $1,000,001 to
$10,000,000 in liabilities.  The largest unsecured creditor is
BB&T with $1.5 million in claims.

Headquartered in Chantilly, Virginia, Petron Pacific, Inc. --
http://www.petronpacific.com/-- is manufacturer and supplier of
steel fabricated products to construction, electrical, fencing and
agriculture industries.  It has operations in the North America,
Far East and South East Asia.


PLEXTRONICS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Plextronics, Inc.
        2180 William Pitt Way
        Pittsburgh, PA 15238

Case No.: 14-10080

Type of Business: Printed electronics developer

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Mark T Hurford, Esq.
                  CAMPBELL & LEVINE, LLC
                  222 Delaware Avenue, Suite 1600
                  Wilmington, DE 19801
                  Tel: 302-426-1900
                  Fax: 302-426-9947
                  Email: mhurford@camlev.com

                    - and -

                  Mark T Hurford, Esq.
                  CAMPBELL & LEVINE, LLC
                  800 King Street, Suite 300
                  Wilmington, DE 19801
                  Tel: 302-426-1900
                  Fax: 302-426-9947
                  Email: cl@camlev.com

Debtor's          COWEN AND COMPANY, LLC
Investment
Banker:

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Peg Brickley, writing for Dow Jones Business News, reported that
the Company disclosed in Court papers it had total assets of
$3 million and total liabilities of $33 million as of Dec. 31,
2013.

The petition was signed by William H. Snyder, CFO.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ascent Data                        Trade               $23,893

Botest Systems GmbH                Trade               $24,207

Buchanan Ingersoll                 Legal Services     $347,529
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219

Carnegie Mellon University         Professional        $21,530
Financial Services Group           services

CEA/LITEN                          Trade               $23,173

ChemPacific                        Trade               $25,600

Cowen and Company, LLC             Trade              $165,000

Fisher Scientific                  Trade               $24,276

Flexible Display Center at         Trade               $60,000
Arizona State University

Foley & Lardner                    Professional       $576,500
3000 K. Street NW                  services
Suite 5000
Washington, DC 20007-5101

M21-Salin Route d'Arles            Trade              $173,308

Ruthrauff Service, LLC             Trade               $26,333

Sanyo Chemical Industries LTD      Trade               $42,838

Scheneider Downs & Co. Inc.        Professional        $26,226
                                   services

St-Jean Photochemicals Inc.        Professional        $95,108
                                   services

The Marbury Law Group              Legal services     $149,127

The Netherlands Organization/      Trade               $83,551
Hoist

Thin Film Devices                  Trade               $28,081

University of Arizona              Trade               $31,506
Sponsored Projects
Services

University of Pittsburgh           Property Lease     $360,199
c/o Oxford Development Company
Suite 4500, One Oxford Centre
Pittsburgh, PA 15219-1410


PREMIER BANCSHARES: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Premier Bancshares, Inc.
        1015 Madison Street, Suite B
        Jefferson City, MO 65101

Case No.: 14-40206

Chapter 11 Petition Date: January 15, 2014

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Hon. Kathy A. Surratt-States

Debtor's Counsel: Angela L Schisler, Esq.
                  CARMODY MACDONALD P.C.
                  120 S. Central Ave., Suite 1800
                  St. Louis, MO 63105
                  Tel: 314-854-8600
                  Email: als@carmodymacdonald.com

                    - and -

                  Gregory D. Willard, Esq.
                  CARMODY MACDONALD P.C.
                  120 S. Central Ave., Suite 1800
                  St. Louis, MO 63105
                  Tel: 314-854-8623

Total Assets: $3.27 million

Total Liabilities: $76.34 million

The petition was signed by Bruce W. Wiley, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/moeb14-40206.pdf


PREMIER GOLF: Jan. 27 Hearing on Case Dismissal & FENB Settlement
-----------------------------------------------------------------
Byron B. Mauss, Esq., at Assayag Mauss, on behalf of secured
creditor Far East National Bank, asked the Bankruptcy Court to
approve Premier Golf Properties, LP's motion to dismiss the
Chapter 11 case; and approve a compromise.

In seeking case dismissal, Premier Golf said the core dispute in
the proceeding is that between FENB and the Debtor.  That dispute
was the trigger event for the commencement of the Chapter 11 case
and is the subject of two California Superior Court actions and
complex motions for valuation and relief from stay which remain
unresolved.

The Debtor added that if the dispute would prevail, it would be
very expensive without a guaranty of favorable outcome. The
outcome of the dispute is existential in the sense that if FENB
prevail, Premier would lose the Cottonwood real property; i.e.,
the golf courses, and all creditors except FENB would receive
nothing.

In this relation FENB and the Debtor in November 2013 agreed to
resolve all of the issues outstanding between them and entered
into a settlement and release agreement, which provides for:

   1. Premier will, on or before March 1, 2015, pay to FENB a
      lump sum of $8,500,000;

   2. Pay, within 90 days of the execution of the agreement all
      delinquent real estate taxes.  Although Premier has paid its
      current installments of real estate tax during the course of
      this proceeding, per-petition delinquencies together with
      interest thereon have accrued to approximately $1,700,000;

   3. From and after payment of delinquent real estate tax, to
      keep all real estate tax obligations current until FENB is
      paid in full;

   4. Premier will make interest only payments at a rate of
      6 percent per annum payable monthly on the 15th day of
      each month commencing Jan. 10 2014;

   5. Premier will execute and adeliver to FENB a new security
      agreement, in essence, a blanket lien on all of Premier's
      personal property, including greens fees.

   6. Henry Gamboa, who guaranteed the original FENB loan, is
      required to execute and deliver to FENB a current financial
      statement in a format acceptable to FENB.

The Court will consider the matter at a Jan. 27 hearing, at 3:00
p.m.

                 About Premier Golf Properties, LP

Premier Golf Properties, L.P. owns and operates the Cottonwood
Golf Club in El Cajon, California. The Club has two 18-hole golf
courses, a driving range, pro shop, and club house restaurant.
The Club maintains the golf courses and operates a golf course
business on the real property.  Its income comes from green fees,
range fees, annual membership sales, golf lessons, golf cart
rentals, pro shop clothing and equipment sales, and food and
beverage services.

Premier Golf filed for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 11-07388) on May 2, 2011.  Judge Peter W. Bowie presides
over the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian, in Chula Vista, California, represented the Debtor.
The Debtor estimated assets and liabilities at $10 million to
$50 million.


PRM FAMILY: Jan. 28 Hearing to Approve Private Asset Sales
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 28, 2014, at
2:30 p.m., to consider PRM Family Holding Company, L.L.C., et
al.'s motions for authorization to (a) conduct a private sale of
substantially all assets; and (b) assume and assign executory
contracts and unexpired leases.

As reported in the Troubled Company Reporter on Dec. 11, 2013, the
Debtors intend to sell all of their assets to Cardenas Northgate
(CNG).  In papers filed in Court on Dec. 2, CNG seeks the right to
credit bid the full amount of claims acquired from Bank of
America, the Debtors' largest secured creditor.

CNG is expected to pay approximately $53,600,000 (approximately
$39,600,000 based on the prepetition Bank of America claim and
$14,000,000 cash in new capital for the Debtors' estates) to close
the transaction.

The $14,000,000 in new capital will be used to satisfy all
PACA/PASA trust claims, pay administrative expenses and
transactional closing costs.

At the hearing, the Court will also consider the objections to the
Debtors' motion.

Wells Fargo Equipment Finance, Inc., in its objection, stated the
Court must deny the sale and assumption motion to the extent that
it seeks to affect in any way WFEFI's rights in connection with
the leases.

WFEFI said that the motion seek to transfer any of the leases and
assets subject thereto, as have been set forth in WFEFI's motion
to compel compliance with Section 365(d)(5) of the Bankruptcy
Code; and to allow as and require payment of rents as
administrative expenses; or, in the alternative for adequate
protection, as for three 2010 Hyundai 48 Feet Refrigerated
Trailers (Pro's Ranch Markets (CA), L.L.C., and store
equipment, furnishings and fixtures and other equipment and
intangible personal property located at 1118 E. Southern Avenue,
Mesa, Arizona (Provenzano's, LLC) and located at 3223 W. Indian
School Road, Phoenix, Arizona.

                      About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Court Approves Extension of Lease Decision Period
-------------------------------------------------------------
The Hon. Sarah S. Curley of the Bankruptcy Court for the District
of Arizona approved a stipulation extending PRM Family Holding
Company, L.L.C., et al.'s time to assume or reject leases of non-
residential real property by 60 days from Dec. 23, 2013, or the
Court's hearing on approval of the sale of the Debtors' assets.

The extension would be applicable to leases with:

   1. DCT Desoto, LLC (Landlord @ Ontario Warehouse);

   2. Foothills Associates LP (Landlord @ Phoenix Store No. 1);

   3. RDEV Mesa Development, LLC (Landlord @ Phoenix Store No. 7);

   4. 33RD Avenue and Indian School Pros RE, LLC (Landlord @
Phoenix Store No. 5 and Warehouse), Pro's Ranch Market, LLC
(Landlord @ Phoenix Store No. 6); Pro's Zaragoza Real Estate, LLC
(Landlord @ El Paso Store No. 1); Central Avenue and Artrisco
Pro's Real Estate, LLC (Landlord @ ALB Store); and El Paso Las
Cruces Pro's RE, LLC (Landlord at Las Cruces Store);

   5. Predio Management LLC, an Arizona limited liability company,
acting as designated Property Manager for Lincoln Industrial, LLC
(Landlord @ Phoenix Warehouse);

   6. The Lutfy Family Limited Partnership (Landlord @ Phoenix
Store No. 3);

   7. Su Casa Center (Landlord @ Phoenix Store No. 2);

The Debtors seek approval of these specific extension dates:

   a) the deadline for the Debtors to assume or reject DCT Desoto
leases is extended until to the earlier of (i) Feb. 21, 2014 or
(ii) the Court's entry of an order approving a sale of Debtors'
assets;

   b) the Su Casa Center lease will expire on Feb. 21, or the
entry of an Order approving the sale of Debtors' assets; and

   c) RDEV Mesa's lease is extended until Jan. 28.

The Debtors said the additional extension will enable the parties
to complete negotiations.

                      About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Can Access CNG's Cash Collateral Until March 2
----------------------------------------------------------
PRM Family Holding Company, LLC obtained approval from U.S.
Bankruptcy Judge Sarah Curley to use the cash collateral until
March 2, 2014.

The official committee of unsecured creditors and CNG Ranch LLC,
the successor to Bank of America N.A. and the holder of a security
interest in certain cash, have agreed to PRM Family's use of the
cash collateral.

Separately, Judge Curley issued an order authorizing limited use
of the cash collateral for payment of fees and reimbursement of
expenses incurred by professionals hired by the unsecured
creditors' committee.

The court order authorizes the use of cash collateral in the total
amount of up to $425,000 for payment of professional fees and
expenses incurred from November 2013 to January 2014.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Wins Approval to Obtain $1MM DIP Loan from CNG
----------------------------------------------------------
U.S. Bankruptcy Judge Sarah Curley authorized PRM Family Holding
Company, LLC to borrow up to $1 million on an emergency basis from
CNG Ranch, LLC.

The loan will be provided by CNG Ranch on condition that it
acquires the rights and interests of Bank of America N.A. in
certain debt and security instruments executed by PRM Family.

CNG Ranch is also required to execute an asset purchase agreement
with PRM Family in connection with the proposed sale of most of
the company's assets to CNG Ranch.

The $1 million loan will be secured by PRM Family's unencumbered
assets.  CNG Ranch will also have a junior lien on any assets in
which other creditors of the company have a valid security
interest that is not junior to the lien of Bank of America.

Judge Curley also allowed PRM Family to seek approval at the final
hearing on the proposed financing to borrow an additional $2
million to fund its operations and to consummate the sale.

The company can also seek, at the final hearing, an order
authorizing all post-petition financing to be cross-collateralized
with Bank of America's debt and security instruments as well as
the bank's $39.8 million claim.

Judge Curley approved the $1 million loan despite objections from
landlords Su Casa Center LLC and TX III Crimson, LLC.  Both
companies objected to the imposition of a lien in favor of CNG
Ranch, saying it is prohibited by the terms of their lease
contracts with PRM Family's affiliates.

The proposed financing also drew objection from the official
committee of unsecured creditors.  The committee, however, dropped
its objection following a series of negotiations, which centered
on CNG Ranch's requirement that it be permitted cross-
collateralization with Bank of America's debt and security
instruments as a condition to its acquisition of those
instruments.

The negotiations culminated in the signing of an agreement, which
limits the rights of CNG Ranch as a secured creditor.  The
agreement dated Dec. 19 exempts the first $1.2 million of sale
proceeds of previously unencumbered assets from CNG Ranch's cross-
collateralization and limits its secured claim to $19 million in
the event that it withdraws its bid to purchase PRM Family's
assets.

A full-text copy of the agreement is available without charge at
http://is.gd/rY9xtD

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


QUALITY STORES: Supreme Court Hears Tax Issue From Chapter 11 Case
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the U.S. Supreme Court heard arguments relating to the
question on whether severance paid to employees are considered
"wages" as interpreted by the Internal Revenue Service.

According to the report, the issue came from Quality Stores Inc.,
a retailer liquidated in bankruptcy and involved a $1 million
refund claim by Quality Stores.  Mr. Rochelle recalled that the
U.S. Court of Appeals in Cincinnati ruled that severance payments
aren't wages under the Federal Insurance Contributions Act and
thus aren't subject to withholding.  FICA withholdings fund the
Social Security and Medicare programs.

The question doesn't have an easy answer because different
provisions in tax law and tax regulations lead to different
results, Mr. Rochelle said.  As a matter of public policy, Quality
Stores argued, severance benefits shouldn't be considered wages,
thus allowing fired workers to have more income.

Justice Antonin Scalia, Mr. Rochelle related, couldn't understand
why the benefits wouldn't be taxed because everything he earns is
taxed. On the other hand, Justice Scalia said, the company might
win if the government's position means that a provision in the
statute is superfluous.

In response to a question from Justice Ruth Bader Ginsburg, the
government's Solicitor General admitted that workers in some
states may lose unemployment benefits if severance benefits are
held to be wages, the report further related.  The government
lawyer said those states could change their laws.

The case is U.S. v. Quality Stores Inc., 12-01408, U.S. Supreme
Court (Washington).

                       About Quality Stores

Based in Muskegon, Michigan, Quality Stores Inc. was a specialty
retailer of farm and agriculture-related merchandise.  On Oct. 22,
2001, the Company was sent to bankruptcy after a group of holders
of the 10-5/8% senior notes filed an involuntary petition before
the U.S. Bankruptcy Court for the Western District of Michigan, in
Grand Rapids.


QUANTUM CORP: Expects $145MM to $146MM of Revenue in 4th Quarter
----------------------------------------------------------------
Quantum Corp. announced preliminary results for the third quarter
of fiscal 2014 ended Dec. 31, 2013.  The Company expects to report
revenue of approximately $145 million to $146 million, which would
be above the high end of the guidance range provided during its
Oct. 23, 2013, earnings announcement.  The higher revenue reflects
particularly strong sequential improvement in sales of Scalar tape
automation systems and DXi(R) deduplication appliances and year-
over-year revenue growth of approximately 20 percent from
StorNext(R) scale-out storage solutions.  In addition, Quantum
expects non-GAAP net income of $6 million to $7 million, which is
better than the high end of the previously announced guidance
range.

"We're pleased with the preliminary results we've seen for the
December quarter, which demonstrate the strength of our product
portfolio and expertise in helping customers rethink their storage
strategies to serve their evolving business needs," said Jon
Gacek, president and CEO of Quantum.  "Over the past year we've
made good progress in expanding our solution offerings, improving
our sales execution and efficiency, and reducing our cost
structure.  Our Q3 results reflect the benefits of the actions
we've taken."

This quarter Quantum will complete the change to a fully
outsourced manufacturing model as previously announced last July,
eliminating the remaining 120 positions related to this change.
The Company also plans to eliminate approximately 60 additional
positions across various functions this quarter, reflecting
reduced resource needs, better organizational efficiencies and a
more focused investment strategy heading into the new fiscal year.
As previously disclosed, the outsourcing will reduce overall
expense by approximately $10 million annually, primarily reflected
in improved non-GAAP gross margin.  The additional staffing
reductions this quarter are expected to generate $6 million to $8
million annually in further operating expense savings, or $1.5
million to $2 million lower quarterly expenses than the comparable
period in the prior fiscal year.  The changes will take full
effect in the company's fiscal quarter ending June 30, 2014.

"As we begin the new calendar year, we will increase our focus and
investment in markets where the combination of changing customer
needs and our product and technology strengths offer the greatest
opportunities for growth and profitability," continued Gacek.  "In
particular, we believe we have an advantage in scale-out shared
storage, active archive and cloud-based data protection.  We plan
to build on our StorNext leadership in end-to-end content
workflow, the value of Quantum's LattusTM Object Storage as a
forever disk archive, our number one market share position in tape
automation and our best-in-class DXi deduplication portfolio."

Quantum will provide more details on its third quarter results and
strategic focus in its earnings announcement later this month.

The Company will also presented at Needham & Company's 16th Annual
Growth Conference on Wednesday, Jan. 15.


                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $347.79
million in total assets, $428.58 million in total liabilities and
a $80.79 million total stockholders' deficit.


RANDY R. PITT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Randy R. Pitt Construction, Inc.
        207 Washakie Drive
        Rock Springs, WY 82901

Case No.: 14-20027

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Hon. Peter J. McNiff

Debtor's Counsel: Nathan W Jeppsen, Esq.
                  LAW OFFICES OF NATHAN W. JEPPSEN, APC
                  1471 Dewar Drive, Suite 232
                  Rock Springs, WY 82901
                  Tel: 307-382-9999
                  Fax: 866-742-0452
                  Email: natej@jeppsenlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Randy R. Pitt, president.

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


REDE ENERGIA: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Jose Carlos Santos

Chapter 15 Debtor: Rede Energia S.A.-em recuperacao judicial
                      aka Caiua Servicos de Electricidade S.A.
                      aka Rede Empresas de Energia Eletrica S.A.
                   Avenida Paulista, 2439, 5th Floor,
                   Cerqueira Cesar City of Sao Paulo,
                   State of Sao Paulo, Brazil 01311-936

Chapter 15 Case No.: 14-10078

Type of Business: A utility company providing electricity
                  energy

Chapter 15 Petition Date: January 16, 2014

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

Judge: Hon. Martin Glenn

Chapter 15 Petitioner's Counsel: John K. Cunningham, Esq.
                                 WHITE & CASE, LLP
                                 200 South Biscayne Boulevard
                                 Suite 4900
                                 Miami, FL 33131
                                 Tel: (305) 995-5252
                                 Fax: (305) 358-5744
                                 Email: jcunningham@whitecase.com

Estimated Assets: More than US$1 billion

Estimated Liabilities: More than US$1 billion

Jose Carlos Santos, the foreign representative of Rede Energia
S.A., disclosed that as of Dec. 31, 2012, the company had
R$9 billion in total assets.


RIH ACQUISITION: Court OKs $2.1MM Key Employee Incentive Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized RIH Acquisitions NJ, LLC, et al.'s key employee
incentive plan for certain insiders.

The aggregate bonus payable to the participating employees under
the KEIP is as follows:

   a) 1 percent of sale proceeds between $25,000,000 and
      $27,499,999;

   b) 2 percent of sale proceeds between $27,500,000 and
      $29,999,999; and

   c) 3 percent of sale proceeds in excess of $30,000,000, with
      the limiting factor that the aggregate bonus payable to the
      participating employees under the KEIP will be capped at
      $2,100,0000.

The Debtors are also authorized and directed to make the payments
authorized under the KEIP; provided, however, that before any
payments are made to the participating employees under the KEIP,
the Debtors must satisfy in full all secured debt, including all
obligations under the Debtors' postpetition DIP financing, and
other administrative claims of the Debtors' estates.

The Official Committee of Unsecured Creditors and the U.S. Trustee
have filed objections to the KEIP.  The Debtors filed, under seal,
an omnibus reply to the objections.

The Committee stated that under the guise of attempting to
incentivize their senior management team to obtain a
favorable result in the chapter 11 cases, the Debtors filed the
KEIP motion that proposes to pay up to $2.1 million in incentives
to seven of their insiders.  The central theme of the KEIP is not
to incentivize the employees, the Committee said, but to retain
them and therefore maintain the status quo of the Debtors' estates
pending a sale of their assets.

                      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.


ROCKWALL INTERIORS: Files for Chapter 7 Liquidation
---------------------------------------------------
The Washington Post reports that Rockwall Interiors Inc. filed a
Chapter 7 petition (Bankr. E.D. Va. Case No. 13-15748-BFK) on Dec.
31, 2013, in Alexandria, Virginia.

Ann E. Schmitt Esq. (Tel: 703- 737-6377), serves as counsel to the
Debtor.

The Debtor estimated $50,001 to $100,000 in assets and $500,001 to
$1,000,000 in liabilities.  The largest unsecured creditor is
Kamco Building Supply with $309,000 in claims.

The company is located in 7207C Lockport Pl., Lorton, Va. 22079.
Rockwall is a dry wall contractor company.  It was established in
1989 employs approximately 50 to 99 workers.


SAN BERNARDINO, CA: Has Until April 15 to Decide on Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
to extended until April 15, 2014, the time for City of San
Bernardino, California, to assume or reject unexpired leases of
nonresidential real property.

As reported in the Troubled Company Reporter on Jan. 10, 2014,
the City explained that the order for relief in the Chapter 9 case
was entered on Sept. 17, 2013.  Prior to the 2005 amendments to
the Bankruptcy Code, Chapter 9 debtors had until confirmation of a
Chapter 9 plan to decide whether to assume or reject real property
leases in which the debtor was a lessee.

However, with the 2005 amendments, that decision period was cut
short.  It currently expires for the City on Jan. 15, 2014, unless
the Court extends the period.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SAUTER & ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sauter & Associates, Inc.
        83592 Woodland Lane
        Florence, OR 97439

Case No.: 14-60126

Chapter 11 Petition Date: January 16, 2014

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Thomas M Renn

Debtor's Counsel: Marc W Gunn, Esq.
                  GUNN & GUNN P.C.
                  POB 4057
                  Salem, OR 97302
                  Tel: (503) 362-6528
                  Email: bankruptcynotices@gunnlawfirm.com

Total Assets: $2.09 million

Total Liabilities: $996,790

The petition was signed by Stephen L. Burton, secretary.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/orb14-60126.pdf


SCOTTSDALE VENETIAN: FNB Balks at Plan Doc; Feb. 11 Hearing Set
---------------------------------------------------------------
The Bankruptcy Court, according to minutes of hearing, continued
until Feb. 11, 2014, at 1:30 p.m., the hearing to consider the
adequacy of information in the Disclosure Statement explaining
Scottsdale Venetian Village, LLC's plan of reorganization.

On Jan. 2, W. Scott Jenkins, Jr., Esq., at Ryley Carlock &
Applewhite, on behalf of First National Bank of Hutchinson,
objected to the approval of the Third Amended Disclosure Statement
explaining Scottsdale Venetian Village, LLC's Third Amended Plan
of Reorganization dated Nov. 21, 2013.

According to the Bank, the Disclosure Statement is difficult to
address because the Debtor proposed two plans -- in the first, a
new buyer takes over ownership and management of the Debtor and
provides $1.4 million in cash contributions; in the second,
current ownership and management stay in place and may or may not
provide cash contributions.

Additionally, the Bank stated that the treatment of its secured
claim is unclear and the term and value are unacceptable.

As reported in the Troubled Company Reporter on Dec. 9, 2013,
Scottsdale Venetian Village said it has found a buyer for its
interests in the Days Hotel in Scottsdale, Arizona, and is now
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, it appears as
though the Debtor has been able to reach agreement with a buyer
who 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.

Although the purchase agreement is still being finalized, the
Debtor says 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.


SEGA BIOFUELS: May Assume Lease With Deere Credit
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
approved a consent order requiring Sega Biofuels, LLC, to cure
default and to assume a lease on one 2012 JD Model 524K 4WD Wheel
loader.

The consent order resolved Deere Credit, Inc.'s motion requiring
the Debtor to assume or reject lease.

The consent order also provided that if the Debtor fails to file
with the Court a counter-affidavit factually disputing the
default, Deere Credit will be entitled to an immediate order
without further notice of hearing, granting relief from stay and
permitting Deere Credit to exercise its state law remedies.

                      About Sega Biofuels LLC

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 U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SEGA BIOFUELS: Heritage Bank Wants Priority of Payment Determined
-----------------------------------------------------------------
The Heritage Bank, the holder of a secured claim, filed an
objection to Sega Biofuels, LLC's motion for postpetition
financing, and asked the Bankruptcy Court to convene a hearing
concerning the interest rate as requested by insider SOBIOS 1,
LLC, and to determine the proper priority of payments.

The Debtor has requested for Court authorization to to incur
postpetition secured debt from Biofuels Holdings, LLC, the
managing member and 99% owner of the Debtor.  The Debtor has
secured a loan amounting to $5,500,000, from its managing member.
The proceeds of the so-called Improvement Loan will be used to:

   a. secure a letter of credit for $1,000,000 which will be used
as collateral for a contract with RWE Supply and Trading
GmbH to purchase 100,000 metric tonnes of wood pellets from
the Debtor's facility --  a wood pellet production facility in
Nahunta, Georgia starting in September 2014; and

   b. fund, along with vendor financing the initial improvements
that Debtor has determined are necessary to increase the
production of the facility to approximately 171,000 metric tonnes
of wood pellets per year which include: an increase in the drying
capacity for the facility, improvements to the woodyard
operations, an increase in the capacity of the Facility to deliver
raw material through the Facility's systems, improvements to the
capacity of the facility to load finished products on to trucks,
upgrade the control systems and monitoring systems, addition of a
spark detection system, re-orientation of the production line for
the Facility, a relocation of the entrance to the facility and pay
for engineering and other soft costs.

The loan will be secured by postpetition receivables generated by
the Debtor and not pledged to any other creditor and by any new
equipment or other personal property which are purchased with the
proceeds of the Improvement Loan.

The Improvement Loan will bear interest at the annual rate of
eight percent and is payable interest only until Sept. 15, 2014.
After confirmation of the plan of reorganization, net cash flow
from the facility will be the cash flow that is available after
the payment of all operating expenses, the repayment of any
applicable administrative claims and, any installment on the
various creditor claims under the plan of reorganization except
for the any rights of SOBIOS 1, LLC to distributions of cash flow
from the Debtor.

                      About Sega Biofuels LLC

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 U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SUMMIT ACADEMY: S&P Affirms 'BB' Bond Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Rating Services took its rating on Summit
Academy (SA), Mich.'s series 2005 public school academy revenue
and refunding bonds off CreditWatch with negative implications and
affirmed its 'BB' long-term rating on the bond.  The outlook is
negative.

"The negative outlook reflects our view of Summit Academy's
weakened operating performance, partly due to one-time increased
legal expenses associated with the school's actions following the
filing of CMU's notice of intent to revoke, which contributed to
below 1x maximum annual debt service coverage and slim liquidity
in fiscal 2013," said Standard & Poor's credit analyst Avani
Parikh.  While enrollment levels have remained fairly steady, the
school experienced a modest dip in fall 2013 and the academy's
lack of waitlist depth leaves operations vulnerable to enrollment
fluctuations.

"We had lowered the rating to 'BB' and placed it on CreditWatch
negative after Central Michigan University (CMU) filed a notice of
its intent to revoke SA's charter on Oct. 12, 2012, due to a
failure to submit educational service provider (ESP) amendments
and to comply with ESP policies and contract reporting
requirements, as well as a violation of Michigan conflicts of
interest statute.  Since that time, the school has entirely
replaced its board of directors, removed its former executive
director, and submitted a full response to CMU addressing all of
the issues outlined in the notice, with six of the 10 counts fully
satisfied as of October 2013," S&P noted.

"Our affirmation of the rating reflects the school's weak cash
position, vulnerable student demand profile, weakened operations
in 2013, and challenging state and local government economic
environment, which are offset by its long operating history,
generally stable enrollment, and improving academic performance,"
added Ms. Parikh.

The negative outlook reflects S&P's view of the school's overall
weaker financial profile in fiscal 2013, with below 1x maximum
annual debt service coverage and a slim cash position.  In
addition, the academy's size and limited demand flexibility leave
operations vulnerable.  Management's maintenance of adequate
reserves and demand for services are key to the rating.  In
addition, S&P expects the charter situation will be resolved
within the next 90 days as communicated by the authorizer.

S&P could consider a return to a stable outlook if SA meets cash
flow and budgeted expectations, and maintains stable to growing
enrollment.  S&P would view the building of a waiting list
positively, as it would provide flexibility in the event of
enrollment fluctuations and evidence growing demand.  S&P could
lower the rating during the one-year outlook period if enrollment
declines from current levels, operations continue to be pressured,
and balance sheet metrics are further strained as a result of any
declines in unrestricted cash or increases in short-term cash flow
borrowing.

Summit Academy is a public charter school located in Flat Rock,
Mich., approximately 25 miles southwest of downtown Detroit,
currently serving 447 students in grades K-8.


SUNTECH POWER: Receives NYSE Continued Listing Standards Notice
---------------------------------------------------------------
Suntech Power Holdings Co., Ltd. on Jan. 16 disclosed that on
January 14, 2014 it received notification from the New York Stock
Exchange that the Company did not meet the NYSE's price criteria
for continued listing standard because the average closing price
of the Company's American Depositary Shares, or ADSs, (based on
otc:STPFQ), was less than $1.00 per ADS over a consecutive
30-trading-day period.

As of November 11, 2013, the Company's ADSs were suspended from
trading on the NYSE and on November 19, 2013, the Company stated
it would appeal the NYSE's decision.  In the event the Company is
reinstated for trading on the NYSE, under NYSE rules, the Company
has six months following receipt of the notification to regain
compliance with the minimum share price requirement.  The Company
can regain compliance at any time during the six-month cure period
if the Company's ADSs have a closing share price of at least $1.00
on the last trading day of any calendar month during the period
and also has an average closing share price of at least $1.00 over
the 30 trading-day period ending on the last trading day of that
month or on the last day of the cure period.

The Company has notified the NYSE of its intention to cure this
deficiency within the prescribed timeframe.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.


TELETOUCH COMMUNICATIONS: Tiger to Conduct Online Sale on Jan. 23
-----------------------------------------------------------------
By order of the U.S. Bankruptcy Court, Tiger Group's Remarketing
Services Division is auctioning phone, tablet and car audio
inventories, along with vehicles, computer equipment, store
fixtures, warehouse and shop equipment, and more from 15 retail
locations and the corporate headquarters of bankrupt mobile phone
and computer dealer Teletouch Communications Inc.  All assets have
been consolidated to the company's Fort Worth headquarters for an
online sale that closes later this month.

Bidding is open now for the former assets of the company at
www.SoldTiger.com and will close in rapid succession, live auction
style, on January 23 at 10:30 a.m. (CT).  The assets will be
available for inspection at 5718 Airport Freeway, Fort Worth, on
January 22, from 10:00 a.m. to 4:00 p.m. (CT).

"While we expect wireless and mobile audio retailers to have
specific interest in the inventories and equipment available for
sale, there are great items for personal use as well.  Everyone,
from weekend do-it-yourself enthusiasts to small and large
businesses, will find items of interest in this offering," said
Jeff Tanenbaum, president of Tiger Remarketing Services.

Merchandise inventories being auctioned include Apple iPhones and
iPads; Blackberry Curves; hundreds of Samsung and other mobile
phones, as well as hundreds of phone and tablet accessories.
Computer and server equipment includes Cisco switches and
firewalls; Dell Latitude, Apple MacBook and other notebook
computers; hundreds of desktop computers; and new and used flat
panel displays up to 24".  Support items being sold include
equipment from the company's auto installation shop and warehouse,
along with store fixtures, point-of-sale systems, telephone
systems, inventory control scanners, as well as Ford E250 and E150
Cargo Vans, Ford Rangers, and Chevy Express vans.

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

                          About Teletouch

Teletouch Communications, Inc., offered wireless
telecommunications solutions, including cellular, two-way radio,
GPS-telemetry and wireless messaging for more than 48 years,
according to its website.

Teletouch Communications voluntarily filed for Chapter 7
bankruptcy protection (Bankr. D. Del. Case No. 13-12620) on Oct.
3, 2013.  The Debtor estimated assets of $100,001 to $500,000 and
debt of $1 million to $10 million.  Judge Mary F. Walrath presides
over the case.

The Debtor is represented by:

         John T. Carroll, III, Esq.
         COZEN O'CONNOR
         1201 North Market Street, Suite 1001
         Wilmington, DE 19801
         Tel: (302) 295-2028
         Fax: (302) 295-2013
         E-mail: jcarroll@cozen.com


TLC HEALTH: Trustee Adjourns Meeting of Creditors to Feb. 24
------------------------------------------------------------
Joseph W. Allen, U.S. Trustee for Region 2, adjourned to Feb. 24,
2014, at 1:00 p.m., the meeting of creditors in the Chapter 11
case of TLC Health Network.  The meeting will be held at Buffalo
U.S. Trustee -- Olympic Towers.

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TLC HEALTH: Jan. 22 Hearing on Further Access to Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court continued until Jan. 22, 2014, at 1:00 p.m.,
the hearing to consider TLC Health Network's motion for use of
cash collateral in which Brooks Memorial Hospital, Community Bank,
N.A., UPMC, and the Dormitory Authority of the State of New
York assert an interest.

The Debtor has continued access to cash collateral until Jan. 22.

As reported in the Troubled Company Reporter on Jan. 2, 2014, the
cash collateral will be used in the operation of the Debtor's
health care facilities, treatment of patients, the marketing and
sale of the Debtor's assets, funding the administrative expenses
during the bankruptcy proceeding, and preservation and
maximization of the value of the Debtor's estate.

                     About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TLC HEALTH: U.S. Trustee Forms Three-Member Creditors Committee
---------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, appointed three
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 case of TLC Health Network.

The Committee is comprised of:

      1. Cannon Design
         Attn: James M. Appler, Esq.
         2170 Whitehaven Road
         Grand Island, NY 14072
         Tel: (716) 774-3522

      2. Chautauqua Opportunities, Inc.
         Attn: Roberta Keller
         17 West Courtney
         Dunkirk, NY 14048
         Tel: (716) 366-3333

      3. Jamestown Rehab Services
         Attn: William D. Steele, Jr.
         4482 Kathleen Street
         Hamburg, NY 14075
         Tel: (716) 474-6285

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TOYS R US: Bank Debt Trades at 12% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 88.36 cents-on-the-
dollar during the week ended Friday, Jan. 17, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.39
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TRANSGENOMIC INC: Stockholders OK 2 Proposals at Special Meeting
----------------------------------------------------------------
At the 2014 Special Meeting of Stockholders of Transgenomic, Inc.,
held on Jan. 14, 2014, the Company's stockholders:

(1) approved the proposal to authorize the Company's board of
     directors to, in its discretion, amend the Company's Third
     Amended and Restated Certificate of Incorporation to effect a
     reverse stock split of the Company's common stock, par value
     $0.01 per share at a ratio of between one-for-four to one
     -for-twenty-five, such ratio to be determined by the board of
     directors of the Company; and

(2) approved the amendments to the Company's 2006 Equity
     Incentive Plan to increase the number of shares of Common
     Stock of the Company that may be issued under the 2006 Plan
     by 10,000,000 (prior to giving effect to the proposed
     reverse stock split) shares and to provide for a
     corresponding increase in the limits on the number of
     incentive stock options and awards other than options or
     stock appreciation rights that may be granted under the 2006
     Plan.

Proposal Number Two regarding the amendments to the 2006 Plan was
conditioned upon the approval by the Company's stockholders, and
the effectiveness, of the reverse stock split in Proposal Number
One.

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

                        http://is.gd/MO4FoG

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$33.18 million in total assets, $17.78 million in total
liabilities and $15.39 million in total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TXU CORP: 2014 Bank Debt Trades at 29% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 71.83 cents-on-the-
dollar during the week ended Friday, Jan. 18, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.29
percentage points from the previous week, The Journal relates. TXU
Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Bank Debt Trades at 29% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 70.80 cents-on-the-
dollar during the week ended Friday, Jan. 20, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.30
percentage points from the previous week, The Journal relates. TXU
Corp. pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


UNIVISION COMMUNICATIONS: Moody's Rates New Secured Term Loan 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 to Univision
Communications, Inc.'s new $3.4 billion senior secured term loan.
Proceeds from the new term loan are being used to refinance the
existing $3.4 billion senior secured term loan due 2020. Reduced
pricing will result in savings of approximately $17 million in
annual interest expense. All other existing ratings, including the
B3 Corporate Family Rating (CFR), are unchanged and the outlook
remains stable.

Assigned:

Issuer: Univision Communications, Inc.

  NEW $3.4 billion 1st Lien Senior Secured Term Loan due 2020:
  Assigned B2, LGD3 -- 40%

To be withdrawn upon repayment:

Issuer: Univision Communications, Inc.

  EXISTING $3.4 billion 1st Lien Senior Secured Term Loan due
  2020: B2, LGD3 -- 40%

Ratings Rationale

Univision's B3 Corporate Family Rating reflects its leading market
position in Spanish-language media within the U.S. and good growth
prospects over the next 3-5 years tempered by its very high
leverage and vulnerability to cyclical advertising. Growth
prospects across its broadcast and cable network offerings are
supported by Hispanic demographic trends, its leading market
positions, as well as improved operating margins which lead to
good unlevered cash flow generation. Nevertheless, the risk of a
restructuring remains elevated if economic conditions were to
weaken unexpectedly given the company's highly leveraged balance
sheet (gross debt-to-EBITDA is approximately 11.3x as of September
30, 2013 incorporating Moody's standard adjustments and excluding
non-cash advertising revenue). Ratings are supported by the
company's adequate liquidity and Moody's projections for positive
free cash flow generation in FY2014, cash balance of $103 million
and more than $700 million of availability under two revolver
facilities as of September 30, 2013 with no significant maturities
until 2018. Based on Moody's estimates, the rating agency expects
leverage to improve to roughly 10.0x by the end of 2014. There
would be upward pressure on ratings as leverage approaches 8.5x
(including Moody's standard adjustments) as a result of EBITDA
growth and debt reduction from free cash flow or with proceeds
from the issuance of new equity.

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

Univision Communications Inc., headquartered in New York, is a
leading Spanish-language media company in the U.S. The company's
television operations (83% of LTM September 30, 2013 revenues)
include several networks, Univision Studios, and its owned and
operated television stations; Univision Radio (13%); and digital
(4%). Univision was acquired for $13.7 billion by a consortium of
private equity firms (including Madison Dearborn Partners, Inc.,
Providence Equity Partners, Inc, Saban Capital Group, Inc., TPG
Capital, and Thomas H. Lee Partners, L.P.) in 2007 and the company
signed an agreement with Grupo Televisa, S.A.B. (Televisa; Baa1
stable) in 2010 whereby Televisa invested $1.2 billion in
Univision for a direct investment of 5%, convertible notes and an
option to purchase an additional 5% at fair market value, for a
total potential investment of 40%. Televisa and Univision also
agreed to extend their Program License Agreement (PLA) to at least
2025 (from 2017). For 12 months ended September 30, 2013 the
company's revenues totaled $2.6 billion.


UPPER VALLEY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Upper Valley Commercial Corporation filed with the U.S. Bankruptcy
Court for the District of New Hampshire its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $595,000
  B. Personal Property           $12,187,877
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,079,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,505,281
                                 -----------      -----------
        TOTAL                    $12,782,877      $11,584,281

A copy of the schedules is available for free at:

     ttp://bankrupt.com/misc/UPPERVALLEYsal.pdf

             About Upper Valley Commercial Corporation

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.


VAIL LAKE: Has Until Jan. 31 to File Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended Vail Lake Rancho California LLC's exclusive periods to
file a chapter 11 plan until Jan. 31, 2014; and solicit
acceptances for that plan until April 1.

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VAN BUREN HOMES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Van Buren Homes, Inc.
        D Street
        Vanport Borough
        Beaver, PA 15009

Case No.: 14-20185

Chapter 11 Petition Date: January 17, 2014

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Hon. Gregory L. Taddonio

Debtor's Counsel: William C. Price, Esq.
                  CLARK HILL THORP REED
                  One Oxford Centre
                  301 Grant Street, 14th Floor
                  Pittsburgh, PA 15219
                  Tel: 412 394 7776
                  Fax: 412 394 2555
                  Email: wprice@clarkhill.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jack Susie, president.

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


VERMONT HOUSING: S&P Revises Outlook to Pos. & Affirms BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services has revised the outlook
assigned to its underlying rating (SPUR) on Vermont Housing
Finance Agency's (VHFA) outstanding single-family housing bonds to
positive from stable.  At the same time, Standard & Poor's has
affirmed its 'BB+' SPUR on all outstanding issues under the
resolution.

"The revision of the outlook on the SPUR to positive reflects our
view of lower projected loan loss rates on the mortgage loan
portfolio, and the agency's strong servicing and underwriting
practices," said Standard & Poor's credit analyst Raymond S. Kim.
"Should the resolution's financial position improve, we may raise
the underlying rating on the bonds.  However, should the portfolio
experience an increase in loan delinquencies, we may consider
lowering the underlying rating."

The outlook revision also reflects VHFA's actual loan loss
reduction of 63% in 2013, translating into approximately $666,000
in losses, down sharply from $1.07 million in 2012.

The rating reflects Standard & Poor's view of these weaknesses:

   -- VHFA's significant counterparty credit exposure stemming
      from its association with Mortgage Guaranty Insurance Corp.,
      a private mortgage insurance provider rated below investment
      grade; and

   -- Loan delinquency rates exceeding 7.5%, including loans that
      are 60 days or more past due.


VISIONCHINA MEDIA: Obtains Extension of Revolving Credit Facility
-----------------------------------------------------------------
VisionChina Media Inc., one of China's largest out-of-home digital
television advertising networks on mass transportation systems,
announced that its consolidated variable interest entity,
VisionChina Media Group Co., Ltd., has been granted an extension
of its existing secured revolving credit facility from China
Construction Bank (Shenzhen branch) until January 9, 2015.  The
total amount of the renewed credit facility is RMB 130.0 million
(approximately US$21.5 million).

The Credit, which was originally scheduled to expire on January
13, 2014, is secured by the accounts receivable of VisionChina
Media Group and carries an interest rate in a range between 95% to
160% of the People's Bank of China benchmark interest rate.  The
interest rate of each borrowing via the Credit is determined at
the time of each draw-down.  The Credit is available for general
corporate purposes and working capital, and is prohibited for use
in repayment of merger consideration regarding the acquisition of
Digital Media Group Company Limited or its related litigation
settlement.  The Credit contains a restrictive financial covenant
that requires Visions China Media Group to maintain a leverage
ratio of no higher than 65%.  Violation of this financial covenant
could result in a default under the Credit, which would permit the
Bank to terminate this revolving credit facility and require
immediate repayment from the Borrower of any outstanding loans
advanced.  As of the date of this press release, VisionChina Media
Group had total borrowings of RMB 120.0 million via the Credit at
an interest rate of 6.9%, representing 115% of Benchmark Rate.

Stanley Wang, VisionChina Media's chief financial officer,
commented, "The extended credit facility will continue to provide
adequate liquidity to our company.  We believe our existing
available banking credit facilities are sufficient to support our
current business operations and future development."

                      About VisionChina Media

Shenzhen, PRC-based VisionChina Media Inc., a Cayman Islands
company, believes that it operates the largest out-of-home
advertising network using real-time mobile digital television
broadcasts to deliver content and advertising on mass
transportation systems in China based on the number of displays.
Due to PRC regulatory restrictions on foreign investments in the
advertising and mobile digital television industries, the Company
operates its advertising business in China through its
consolidated affiliated entities.

                        Going Concern Doubt

VisionChina Media Inc. filed on May 30, 2013, its annual report on
Form 20-F for the year ended Dec. 31, 2012.

Deloitte Touche Tohmatsu, in Hong Kong, expressed substantial
doubt about VisionChina Media's ability to continue as a going
concern, citing the Company's recurring losses from operations.

The Company a net loss of US$246.5 million on US$115.7 million of
revenues in 2012, compared with a net loss of US$12.6 million on
US$181.2 million of revenues in 2011.


VERITY CORP: Bongiovanni & Associates Raises Going Concern Doubt
----------------------------------------------------------------
Verity Corp. filed with the U.S. Securities and Exchange
Commission on Jan. 14, 2014, its annual report on Form 10-K for
the fiscal year ended Sept. 30, 2013.

Bongiovanni & Associates, CPA's, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has suffered recurring losses, has negative working
capital, and has yet to generate an internal net cash flow.

The Company reported a consolidated net loss of $1.71 million on
$2.41 million of total revenues for the fiscal year ended Sept.
30, 2013, compared with a net loss of $667,780 on $449,626 of
total revenues in fiscal 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$4.45 million in total assets, $7.45 million in total liabilities,
and stockholders' deficit of $3 million.

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

                       http://is.gd/MxmY15

                           About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.


VWR FUNDING: S&P Assigns 'B+' Rating to Proposed Sr. Secured Loans
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
credit rating and '2' recovery rating to Radnor, Pa.-based
laboratory products distributor VWR Funding Inc.'s proposed senior
secured term loans, which will replace its existing term loans.
S&P's 'B' corporate credit rating on the company is unchanged.

The rating on VWR overwhelmingly reflects its very high leverage
with debt to EBITDAR of 12x as of Sept. 30, 2013, including a
growing burden of payment-in-kind preferred stock (issued by
Varietal Distribution Holdings LLC, VWR's indirect parent), which
S&P treats as debt.  Excluding the preferred stock, leverage is
still a high 6.9x.  S&P's "satisfactory" assessment of VWR's
business risk profile recognizes its global scale and significant
market position, long-term customer relationships, and market
diversity, which contribute to profit margin stability.

Ratings List

VWR Funding Inc.
Corporate Credit Rating                   B/Stable/--

New Rating
VWR Funding Inc.
$587 mil. sr secured term loan B           B+
  Recovery rating                           2
  EUR573 mil. sr secured euro term loan B   B+
  Recovery rating                           2


WPCS INTERNATIONAL: Holders Convert $264,313 Notes to Shares
------------------------------------------------------------
Between Dec. 31, 2013, and Jan. 13, 2014, WPCS International
Incorporated received conversion notices to issue an aggregate of
1,250,702 shares of its common stock, par value $0.0001 per share,
to four investors upon the conversion of $264,313 of principal
face value secured convertible notes issued Dec. 5, 2012.  The
shares were issued pursuant to the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as
amended.

As of the close of business on Jan. 13, 2014, the Company had
13,303,622 shares of Common Stock deemed issued and outstanding.

                      About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at Oct. 31, 2013, showed $18.41 million in total
assets, $13.87 million in total liabilities, and $4.54 million in
total equity.


WVSV HOLDING: Opposes Confirmation of 10K's Proposed Plan
---------------------------------------------------------
WVSV Holdings LLC is opposing efforts by 10K, LLC to win court
approval of the restructuring plan it proposed for the company.

The company, which holds a $28 million claim against 10K, said the
plan wasn't proposed in good faith in violation of U.S. bankruptcy
law.

"The best evidence of the lack of good faith is that 10K, as the
plan proponent, retains the debtor's claims," said Michael Carmel,
Esq., at Michael W. Carmel Ltd., in Phoenix, Arizona.

"10K is effectively preserving for its own benefit the estate's
$28 million claim," he said.

Mr. Carmel further said the proposed plan is not feasible, adding
that it doesn't provide information about how 10K will be able to
financially perform all of the obligations under the plan.  He
also questioned the improper classification of certain classes of
creditors.

The same objection was echoed by West Valley Ventures, LLC.  "[The
plan] advances no legitimate reorganizational goals," West Valley
said, adding that the sole purpose of 10K's plan is to obtain an
advantage over WVSV in their longstanding battle over the west
valley property.

10K's plan is largely based on its $417.7 claim against WVSV,
which is the subject of a pending litigation in Arizona Superior
Court.

The plan proposes two options.  The first option is that the plan
will be funded by the bankruptcy estate's sale of 855 acres of
Tract A to 10K for $8.551 million.

The second option is that 10K's Class 2 judgment claim, Class 4
secured claim, Class 6 litigation claim, and Class 7
administrative claim against the estate will be deemed satisfied
by the transfer to 10K of all of the estate's right, title, and
interests in and to all real property, personal property, and
contract rights.

                      10K Opposes WVSV Plan

In a related development, 10K asked U.S. Bankruptcy Judge Redfield
Baum Sr. to deny the rival plan proposed by WVSV.

10K said the plan is not feasible, adding that it fails to
identify the specific sources of funds needed to pay all
distributions due when WVSV officially emerges from bankruptcy
protection.  The plan, 10K also said, doesn't propose payments on
its claim against the company.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint the committee should interest
develop among the creditors.


W.R. GRACE: To Release Fourth Quarter 2013 Results on Feb. 5
------------------------------------------------------------
W. R. Grace & Co. on Jan. 16 disclosed that it will release its
fourth quarter 2013 financial results at 6:00 a.m. ET on
Wednesday, February 5, 2014.  A company-hosted conference call and
webcast will follow at 11:00 a.m. ET that day.

During the call, Fred Festa, Chairman and Chief Executive Officer,
and Hudson La Force, Senior Vice President and Chief Financial
Officer, will discuss the fourth quarter results and provide the
company's outlook and assumptions for 2014 earnings.  A question
and answer session with analysts will follow the prepared remarks.

Access to the live webcast and the accompanying slides will be
available through the Investor Information section of the
company's web site, www.grace.com

Those without access to the Internet can participate by dialing +1
866.953.6860 (U.S.) or +1 617.399.3484 (International).  The
participant passcode is 75915576.  Investors are advised to dial
into the call at least ten minutes early in order to register.

An audio replay will be available at 3:00 p.m. ET on February 5.
The replay will be accessible by dialing +1 888.286.8010 (U.S.) or
+1 617.801.6888 (International) and entering the participant
passcode 55810497.  The replay will be available for one week.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


XZERES CORP: Posts $2.36-Mil. Loss in Nov. 30 Quarter
-----------------------------------------------------
XZERES Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a
comprehensive loss of $2.36 million on $1.56 million of gross
revenues for the three months ended Nov. 30, 2013, compared to a
comprehensive loss of $1.77 million on $1.91 million of gross
revenues for the same period in 2012.

The Company's balance sheet at Nov. 30, 2013, showed $7.64 million
in total assets, $12.27 million in total liabilities, and
stockholders' deficit of $4.63 million.

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

                        http://is.gd/nArEsu

                         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 $6.95 million in total assets, $11.67
million in total liabilities, and stockholders' deficit of $4.72
million.

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: Reaches Tentative Pact with Teamsters
----------------------------------------------------
John Kell, writing for The Wall Street Journal, reported that YRC
Worldwide Inc. has struck a tentative pact to extend a collective
bargaining agreement with the International Brotherhood of
Teamsters, a move that comes after union workers rejected a
contract extension.

According to the report, investors cheered the news, sending YRC's
shares up 19% to $18.85 in after-hours trading.  The extension, if
approved, would run to March 2019.

The trucking company and the union had restarted talks after
voting members rejected an initial contract proposal that included
pay cuts to which union workers had agreed in earlier
negotiations, the report related.  That contract extension, which
would have been for five years, was rejected by a majority of
union members who voted.

"The outcome of this week's discussions is critical to the future
of the company," YRC Chief Executive James Welch said on Jan. 17.

YRC said the tentative agreement contained a number of revisions
to the company's previous proposal to address concerns raised by
the union leadership and its members, the report further related.

                        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.


Z TRIM HOLDINGS: Edward Smith Holds 64.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that as of Jan. 14, 2014, they beneficially owned
33,222,713 shares of common stock of Z Trim Holdings, Inc.,
representing 64.9 percent of the shares outstanding.  Mr. Smith
previously reported beneficial ownership of 33,151,284 common
shares or 71 percent equity stake as of Sept. 18, 2013.  A copy of
the regulatory filing is available at http://is.gd/EmYOqK

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $4.98 million in total
assets, $1.02 million in total liabilities and $3.95 million in
total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


* Doctor Says He Leaked Data to SAC Ex-Trader Martoma
-----------------------------------------------------
John Carreyrou and Christopher M. Matthews, writing for The Wall
Street Journal, reported that a doctor testified Friday that he
succumbed to a months-long courtship by former SAC Capital
Advisors LP portfolio manager Mathew Martoma and repeatedly leaked
him confidential information about an experimental Alzheimer's
drug trial.

According to the report, Sidney Gilman, 81 years old, the
government's key witness in the insider-trading case against Mr.
Martoma, looked frail and had trouble hearing the prosecutor's
questions at times. But he spoke clearly and lucidly and directly
implicated the former SAC employee in his answers.

"I revealed information that was confidential about a drug trial
to Mathew Martoma inappropriately," he told jurors, in answer to a
question about why he had to leave his professorship at the
University of Michigan's medical school in 2012, the report cited.

Dr. Gilman's calm and detailed testimony largely allayed questions
about his reliability as a witness, although the defense on cross
examination is expected to cast doubt on his ability to precisely
recall certain dates and events, the report said.

He wore hearing aids and took a moment to identify Mr. Martoma in
the courtroom after he took the witness stand, reaching for his
glasses before doing so, the report related.  But he held up well
under the prosecutor's lengthy questioning and spoke knowledgeably
about Alzheimer's disease, growing animated when discussing
scientific facts about the illness.


* Moody's Sees Lower Investor Recoveries for Second Lien Debt
-------------------------------------------------------------
US investors snapped up second-lien debt instruments in 2013,
Moody's Investors Service says in a new report, "Still Second
Rate." But in the event of default, recoveries could be lower than
investors thought. Moody's loss given default (LGD) assessments
indicate an average recovery of just 25% on existing second-lien
instruments from rated US speculative-grade companies, compared
with an already subpar historical average of 52%.

Second-lien debt instruments have a security interest in the
issuer's assets and their coupon is higher than that of more
senior secured debt. These factors, along with a low predicted US
speculative-grade default rate, are drawing investors.

"Balancing the risk of weaker recovery in a default against a
forecast low default rate, investors may be concluding that
expected loss on second-lien debt remains low," says Senior Vice
President, David Keisman. "But relying on collateral to provide
downside protection could lead to second-rate recoveries, because
collateral value may have eroded by the time a company defaults."

Moody's LGD assessments have proven to be good predictors of
recovery rates in defaults, Keisman says. Based on a review of 41
US corporate defaults involving 47 second-lien instruments for
which LGD assessments are available, average recovery rates were
much higher for companies that had low LGD assessments.

"Second-lien debt instruments tend to recover well only when the
family recovery rate is high," says Senior Vice President, John
Puchalla. "But counting on a high family recovery rate to bail out
a weekly positioned second-lien investment is likely to lead
to lower-than-anticipated recovery if defaults begin to mount."

Second-lien debt recovery is higher when the instrument is part of
a complex capital structure that includes a tranche of
subordinated debt to absorb first losses, Moody's says.
Conversely, it is weaker when the debt is part of a simple capital
structure with no cushion of unsecured debt. The rating agency has
noted a prevalence of these simple first-second lien structures,
and most existing rated second-lien debt instruments lack this
unsecured debt cushion.

Further, Moody's continues to find a relatively small recovery
advantage, of about 6% on average, for second liens relative to
similarly positioned senior unsecured debt.


* Moody's Says Outlooks for Newspapers, Shipping, Electronics Neg.
------------------------------------------------------------------
The roster of non-financial corporate industry sectors at the end
of 2013 had the highest number of positive outlooks since mid-
2011, as the world economy continues to show solid if not robust
improvement, Moody's Investors Service says in a new report,
"Positive Trend Takes Hold For Corporates as Global Recovery
Accelerates."

Unusually, all eight non-financial corporate sector outlooks the
credit rating agency changed in the final quarter of 2013 moved in
a positive direction. One quarter of all global sector outlooks --
14 of 56 -- had positive outlooks at the end of the year, while
only five sectors had negative outlooks, Moody's says.

"The pervasive negative sentiment that followed the severe
financial crisis and recession period that began in 2008 has
gradually given way to calmer waters," says Managing Director,
Mark Gray. "Our view of the global corporate sector improved
towards the end of 2013, reflecting our optimism that modest
positive underlying economic growth will be sustained during
2014."

Throughout most of the post-crisis period, Moody's corporate
sector outlooks were range-bound, Gray says, with global
macroeconomic factors keeping many negative, or stable at best.
But as market concerns about European sovereign and financial
institutions ease, and with expectations for modest global
economic growth, the fundamental outlook has improved for a number
of industry sectors.

"At the end of 2013, we had nearly three times as many positive
industry sector outlooks as negative," Mr. Gray says. "More
importantly, the distribution of the outlooks is improving, with a
broad base of stable and positive signals."

Consumers are doing their part in the economic recovery, Moody's
says. Among the 15 sectors related to consumer industries, six now
have positive outlooks, and none are negative. Although rising
interest rates pose some risk for the housing sector and other
consumer-dependent sectors, "these sectors now look more
resilient, thanks to the increasing diversity of underlying
support for general economic growth," Moody's says.

Strikingly, three of the outlook changes in 2013's fourth quarter
were in primary industries, namely global base metals, US steel
and EMEA steel. All moved to stable from negative, indicating not
major improvement, but that deterioration had finally stopped.

And the five negative industry outlooks Moody's still has include
three chronic cases that are expected to remain negative for
sustained periods, Mr. Gray says. US newspaper publishers continue
to suffer from digital substitution, global shipping from an
oversupply of vessels and Asian consumer electronics from chronic
overcapacity.

The new report includes a complete list of Moody's sector
outlooks, which reflect fundamental credit conditions for an
industry over 12 to 18 months.


* Supreme Court Waiver Case May Have Broad Effect
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court on Jan. 14 heard oral
arguments in the case Executive Benefits Insurance Agency v.
Arkison, 12-1200, involving a dispute whether the constitutional
right to have state-law claims adjudicated by a life-tenured U.S.
district judge can be waived.

According to the report, the Supreme Court justices' discussion on
the Executive Benefits question may show that the Supreme Court
2011 ruling in Stern v. Marshall that bankruptcy courts lack
constitutional authority over some state-law claims may not be as
narrow as it once seemed.

To recall, in the Stern case, the Supreme Court said the
Constitution forbids bankruptcy judges, who aren't appointed for
life, from making final decisions on state-law claims against
someone who hadn't filed a claim in bankruptcy.  The Executive
Benefits case raises the question of whether someone explicitly or
inadvertently can waive the right to get a final ruling from a
life-tenured federal district judge.  The U.S. Court of Appeals in
San Francisco ruled in 2012 in Executive Benefits that the right
can be waived. Courts of Appeal in Cincinnati, Chicago and New
Orleans held to the contrary.

The Supreme Court's decision may not come down until near the end
of the term, in June, the same time of year it decided Stern, Mr.
Rochelle noted.  The Executive Benefits decision, depending on how
narrowly it's written, may not answer all waiver questions, he
noted.


* BOND PRICING -- For the Week From Jan. 13 to 17, 2014
-------------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES       9.67     4.125       1/2/2029
AES Eastern Energy LP   AES          9      1.75       1/2/2017
Advanta Capital
  Trust I               ADVNA     8.99       0.5     12/17/2026
Alion Science &
  Technology Corp       ALISCI   10.25    56.696       2/1/2015
Brookstone Co Inc       BKST        13        82     10/15/2014
Brookstone Co Inc       BKST        13        59     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375     39.25     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ     10.5    21.375      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12    15.875      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ     10.5    21.375      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.75     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.75     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive Holdings
  Co LLC                TXU      8.175        10      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55     33.21     11/15/2014
FiberTower Corp         FTWR         9     0.625       1/1/2016
JPMorgan Chase Bank NA  JPM          6    78.962      8/19/2014
James River Coal Co     JRCC     7.875    26.849       4/1/2019
James River Coal Co     JRCC       4.5      31.5      12/1/2015
James River Coal Co     JRCC        10      31.5       6/1/2018
James River Coal Co     JRCC        10    26.625       6/1/2018
James River Coal Co     JRCC     3.125     21.25      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
Lehman Brothers
  Holdings Inc          LEH          1     19.25      8/17/2014
Lehman Brothers
  Holdings Inc          LEH          1     19.25      8/17/2014
Lehman Brothers Inc     LEH        7.5        18       8/1/2026
MF Global Holdings Ltd  MF       1.875        52       2/1/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25    63.375       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics
  Corp                  PULS         7    77.035     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    30.704      6/30/2015
School Specialty
  Inc/Old               SCHS      3.75    37.875     11/30/2026
Scotia Pacific Co LLC   MXM       6.55     0.875      1/20/2007
Sealed Air Corp         SEE         12     97.75      2/14/2014
Sorenson
  Communications Inc    SRNCOM    10.5      77.5       2/1/2015
Sorenson
  Communications Inc    SRNCOM    10.5      77.5       2/1/2015
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8     18.25      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     5.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15      31.1       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      5.25      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     6.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15        31       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     5.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     4.625      11/1/2016
USEC Inc                USU          3        39      10/1/2014
WCI Communities
  Inc/Old               WCI          4       0.5       8/5/2023
Western Express Inc     WSTEXP    12.5        61      4/15/2015
Western Express Inc     WSTEXP    12.5        61      4/15/2015
YRC Worldwide Inc       YRCW         6    93.418      2/15/2014


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***