TCR_Public/140121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 21, 2014, Vol. 18, No. 20

                            Headlines

261 EAST: Hermes Capital Balks at Bid to Estimate Claim at $0
38 STUDIOS: Trustee Says Curt Schilling Strikes Out in Doc Dispute
ABERDEEN LAND: Judge Paul Glenn Appointed as Mediator
AMERICAN ACCESS: A.M. Best Lowers Fin. Strength Rating to B(Fair)
AMERICAN AIRLINES: Seeks Exit From Product Package IP Suit

AMERICAN AXLE: Has $900 Million Business Backlog for 2014-2016
AMERICAN CAPITAL: SunTrust Ducks Claims Over Notes Enforcement
AMERICAN COMMERCE: Incurs $30.7K Net Loss in Nov. 30 Quarter
AMERIGO ENERGY: Closes Acquisition of Quest Solution for $16MM
ARMORED AUTOGROUP: S&P Revises Outlook to Stable & Affirms B- CCR

ATP OIL: Hearing Date on Case Conversion Bid Adjourned to Jan. 30
ATWOOD OCEANICS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
AURA SYSTEMS: Delays Form 10-Q for November 30 Quarter
BERNARD L. MADOFF: Case Is Assigned to Judge Bernstein
BUILDING #19: Panel Gets Nod to Hire Newburg & Co. as Advisors

CALYPTE BIOMEDICAL: DP Tzuan to Buy 400 Million Common Shares
CAPITOL BANCORP: Settles Dispute with G3 Parties for $2.250MM
CASPIAN SERVICES: Incurs $11.8 Million Net Loss in Fiscal 2013
CETERA FINANCIAL: Moody's Affirms 'B3' Corp. Family Rating
CETERA FINANCIAL: S&P Puts 'B+' ICR on CreditWatch Developing

CLOUD MEDICAL: Reports $319K Net Income in Fiscal 2012
COLERIDGE CORP: Section 341(a) Meeting Scheduled for Feb. 10
CONSTAR INTERNATIONAL: Chooses Black Diamond to Finance Bankruptcy
COUDERT BROTHERS: Top NY Ct. to Eye 'Unfinished Business' in Case
DAE AVIATION: Moody's Rates $300MM Second Lien Term Loan 'Caa2'

DAE AVIATION: S&P Rates New $300MM Second Lien Term Loan 'CCC+'
DAYBREAK OIL: Incurs $449,200 Net Loss in November 30 Quarter
DEERFIELD RETIREMENT: Court Finds PCO Appointment Unnecessary
DEERFIELD RETIREMENT: Court to Hear Plan & Disclosures Jointly
DEERFIELD RETIREMENT: Has Interim Authority to Use Cash Collateral

DEMCO INC: Court Approves $1MM Replacement Grid Promissory Note
DETROIT, MI: Plan to Save Art Museum From Fire Sale Faces Test
DETROIT, MI: Michigan Republicans in Talks With Mediator
DTS8 COFFEE: To Issue 900,000 Shares to Consultants
EASTCOAL INC: Court Approves Application for Sale of Subsidiaries

EASTMAN KODAK: Trustee Launches 100 Suits to Recover Funds
EASTMAN KODAK: In Court with Former Shareholders Over Stock Fight
EDGENET INC: Section 341(a) Meeting Scheduled for Feb. 11
EDISON MISSION: Senior Noteholders Support Proposed Benefits Cut
EXCEL MARITIME: Second Plan Addendum Filed

EXCEL MARITIME: Lender Objects to Plan Confirmation
EXIDE TECHNOLOGIES: Calif. Air Regulator Sues Over Emissions
FIBERTOWER CORP: Fourth Amended Chapter 11 Plan Filed
FURNITURE BRANDS: Amended Committee Appointed
GENERAL STEEL: Fails to Comply with NYSE's $1 Bid Price Rule

GLYECO INC: Appoints 20-Year Glycol Recycling Veteran as COO
GOLDKING HOLDINGS: Court Approves Haynes and Boone as Co-Counsel
GOLDKING HOLDINGS: Gets Nod to Employ Young Conaway as Attorneys
GOLDKING HOLDINGS: Files Schedules of Assets and Liabilities
GREYSTONE LOGISTICS: Incurs $151K Net Loss in Nov. 30 Quarter

HARRISBURG, PA: State Wants City Removed From Receiver's Authority
HMK MATTRESS: Proposed Repricing No Impact on Moody's 'B3' CFR
ICEWEB INC: Incurs $7.1 Million Net Loss in Fiscal 2013
LEAR CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
LEIX CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors

LIGHTSQUARED INC: Manager Doesn't Recall Why Ergen Bought Debt
LOCATION BASED TECHNOLOGIES: Incurs $1MM Net Loss in Nov. 30 Qtr.
LONGVIEW POWER: Judge Won't Order Mediation in Contractor Fight
LYONDELL CHEMICAL: Ruling in LBO Suit Heightens Shareholder Risk
MERGERMARKET GROUP: S&P Assigns Prelim. 'B' CCR; Outlook Stable

MOBILESMITH INC: Sells Additional $330,000 Convertible Note
MOORE FREIGHT: BB&TC, Wallwork Drop Objection to Plan Confirmation
NEW SBARRO: Moody's Lowers Corp. Family Rating to to 'Ca'
NORTHERN BEEF: Asks Court to Approve Amended White Oak Agreement
OCEANSIDE MILE: Balks at First Citizens' Bid for Stay Relief

OCZ TECHNOLOGY: Court Approves Sale of Assets to Toshiba
OGX PETROLEO: Minority Bondholders to Battle Bankruptcy Plan
OLD SECOND: To Release Fourth Quarter Results on January 22
ORMET CORP: Interim Wind Down Plan Approved
OVERSEAS SHIPHOLDING: Feb. 3 Hearing on Incentive Program

PEM THISTLE: Section 341(a) Meeting Scheduled for Today
PEM THISTLE: Cross & Simon Approved as Local Delaware Counsel
PEM THISTLE: Feb. 3 Hearing on Motion to Use Cash Collateral
PEM THISTLE: Freeborn & Peters Approved as Bankruptcy Counsel
PHOENIX COS: Bondholders Have Until March 7 to Cure Waiver

PLEXTRONICS INC: Files Voluntary Chapter 11 Bankruptcy Petition
PLEXTRONICS INC: Meeting to Form Creditors' Panel on Jan. 27
PLUG POWER: Capital Ventures Stake at 0.9% as of Dec. 31
PLY GEM: Moody's Cuts Rating on $500MM Unsecured Notes to 'Caa2'
PLY GEM: S&P Lowers Sr. Secured Loan Rating to 'B'

PPL MONTANA: S&P Withdraws BB+ Rating on Senior Secured Notes
PREMIER DIAGNOSTIC: Delays Filing of Annual Financial Statements
QUATERRA RESOURCES: To Voluntarily Delist From NYSE
RUBY TUESDAY: S&P Lowers CCR to 'B-' on Continued Weak Performance
SAVIENT PHARMACEUTICALS: Investors Sue Officers and Directors

SAVIENT PHARMACEUTICALS: Settles with Creditors, Noteholders
SBARRO LLC: S&P Lowers CCR to 'CCC-' on Weak Performance
SERENA SOFTWARE: Moody's Affirms 'B2' Corporate Family Rating
SPIRE CORP: Royce & Associates Stake at 8.2% as of Dec. 31
STELARA WIRELESS: Court Okays Hiring of STS to Provide IT Services

STERLING INVESTORS: A.M. Best's 'B(Fair)' FSR Still Under Review
TEMPEL STEEL: S&P Lowers Corporate Credit Rating to 'CCC+'
TRONOX INC: Anadarko Says It May Owe $850-Mil., Not $14.2-Bil.
TWCC HOLDING: Dispute with DIRECTV No Impact on Moody's B1 CFR
UNIFIED 2020: Withdraws Second Amended Disclosure Statement

UNIFIED 2020: Feb. 10 Hearing on Bank's Motion to Lift Stay
UNIFIED 2020: Ch. 11 Trustee Taps Litzler Segner as Accountant
USA BROADMOOR: Bankruptcy Court Enters Final Decree Closing Case
VADIUM TECHNOLOGY: AlphaCipher to Acquire Technology Platform
VERITY CORP: Incurs $7.6 Million Net Loss in Fiscal 2013

VHGI HOLDINGS: Terminates Investment Agreement with Al Rami
W.R. GRACE: Names Keith N. Cole as VP Government Relations
WASTE INDUSTRIES: S&P Revises Outlook to Stable & Affirms B+ CCR
XZERES CORP: Incurs $2.3 Million Net Loss in Nov. 30 Quarter
ZOGENIX INC: Amends Q2 2013 Form 10-Q to Re-File Exhibit

* Fed Weighs Further Restrictions on Banks' Commodities Units
* Regulators Said Ready to Ease Volcker CDO Limits for Banks
* JPMorgan and Wells Fargo Lose Share to Small Rivals
* Big Banks Face Sharper Risk-Management Focus in OCC Policy Shift

* Bank Industry Pushes for More Revisions to Volcker Rule
* Lawmakers Seek Curbs on Trading Commodities
* Banks Keep Their Mortgage Litigation Reserves a Secret
* Medical Debt Will Persist Despite Health Law

* Large Companies With Insolvent Balance Sheet


                             *********


261 EAST: Hermes Capital Balks at Bid to Estimate Claim at $0
-------------------------------------------------------------
Hermes Capital, LLC, filed an amended opposition to 261 East 78
Realty Corporation's motion to (i) reclassify its claim; and (ii)
estimate the amount of the claim at $0 for purposes of voting on
the Debtor's First Amended Chapter 11 Plan of Reorganization.

Hermes is the owner of the consolidated Amended and Restated Land
and Loan Note dated June 27, 2008, in the original principal
amount of $2,018,472 and a subordinate mortgage note dated March
6, 2009 in the original principal amount of $625,000.

According to Hermes, the Debtor sought two things: the first is to
expunge, disallow or reclassify Hermes secured claim because of an
intercreditor agreement.  The second, is to estimate the Hermes
claim at $0 for voting purposes.

Hermes asserts that the amount of Hermes Claim is not subject to
any dispute and thus, is liquidated.

                         About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.

The hearing to consider confirmation of the Debtor's First Amended
Plan of Reorganization dated Nov. 15, 2013, and final applications
for professional compensation and reimbursement expenses will be
held on Jan. 28, 2014 at 9:45 a.m.

Pursuant to the Plan Term Sheet, the Plan will be funded by
amounts made available by (i) the Plan Funder, of which $1,500,000
will be deposited in the Plan Fund Account and $10,700,000 will be
distributed to MB Financial Bank, N.A., on account of its Allowed
Class 2 Claim or (ii) the net proceeds of a Public Sale of the
Debtor's Property conducted pursuant to the Plan, of which
$11,000,000 will be distributed to MB on account of its Allowed
Class 2 Claim and the balance will be used to make payments due
under the Plan.


38 STUDIOS: Trustee Says Curt Schilling Strikes Out in Doc Dispute
------------------------------------------------------------------
Law360 reported that the Chapter 7 trustee for Curt Schilling's
failed video game company on Jan. 17 pushed back against the
pitching ace's protest of the bid to share files with Rhode Island
officials suing over a $75 million state loan, arguing that
company brass haven't adequately shown the documents should be
kept confidential.

According to the report, in a motion before the Delaware
bankruptcy court, 38 Studios LLC trustee Jeoffrey L. Burtch argues
that Schilling and other company brass don't point to any
documents that are personally privileged under attorney-client
protections.

The Chapter 7 trustee seeks to waive 38 Studio's privilege so
corporate documents can be furnished to the Rhode Island Economic
Development Corp. for use in its civil suit.  Schilling and other
company brass objected to the trustee's bid, saying it threatens
to expose privileged personal information.

Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that the former pitcher and
the officers acknowledged the trustee's right to waive the
attorney-client privilege as it pertains to 38 Studios and its
bankrupt affiliates but argued in court papers that the trustee
does not, however, have the power to waive the attorney-client
privilege and attorney work product protection insofar as they
belong to the parties, such as the 38 Studios officers and
directors, in relation to any legal advice sought by or provided
to them personally.

Mr. Bathon recalled that the development corporation sued
Schilling, 38 Studios, Wells Fargo & Co., Barclays Plc and former
agency officers in Rhode Island Superior Court in November 2012.
The agency alleges they conspired to use fraudulent information to
get its board to authorize a $75 million state-backed municipal
bond deal to lure Schilling's company from Massachusetts.  Wells
Fargo and Barclays were the placement agents for the $75 million
loan.

From the $75 million loan, 38 Studios only received about $50
million after $23 million was withheld for a debt-service reserve
fund and prepaid interest account and $2 million went toward
borrowing fees, court papers show, Mr. Bathon noted.  Rhode Island
was left on the hook to repay the debt after the company failed.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


ABERDEEN LAND: Judge Paul Glenn Appointed as Mediator
-----------------------------------------------------
Aberdeen Land II, LLC, and U.S. Bank National Association ask the
Bankruptcy Court to refer their dispute to mediation and (ii)
appoint U.S. Bankruptcy Judge Paul M. Glenn to serve as judicial
mediator to mediate the contested confirmation in the case.

On Dec. 16, 2013, the Court entered the order granting joint
agreed ex-parte motion for (i) continuance of confirmation
hearing; (ii) extension of corresponding confirmation deadlines
and (iii) re-scheduling of hearing on final fee applications filed
by various professionals scheduled for Jan. 16 and 17, 2014; and
continuing the confirmation hearing to April 3 and April 4, at
10:00 a.m.

The parties have contacted Judge Glenn and he has agreed to
mediate the case on Feb. 10.

U.S. Bank serves as trustee under a Master Trust Indenture dated
as of Oct. 1, 2005.

                     About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.


AMERICAN ACCESS: A.M. Best Lowers Fin. Strength Rating to B(Fair)
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B+ (Good) and issuer credit rating (ICR) to "bb+"
from "bbb-" of American Access Casualty Company (AACC)(Chicago,
IL).  The outlooks for both ratings are stable.

The rating actions reflect the decline in AACC's policyholders'
surplus and risk-adjusted capitalization, due to a significant
decline in operating profitability, a dividend payment in 2013 and
significant premium and exposure growth that led to unfavorable
underwriting leverage measures compared with the Non-Standard Auto
Composite.  Furthermore, adverse loss reserve development over the
most recent three-year period, caused by increased bodily injury
losses in Arizona, Illinois and Nevada, contributed to the recent
significant underwriting losses and decline in risk-adjusted
capitalization.

However, somewhat offsetting this decline in risk-adjusted
capitalization is AACC's prior track record in generating
underwriting profitability and management's initiatives to address
pricing and reserve issues, moderate premium growth and curtail
the 2014 dividend to its parent, American Access Group, LLC.

Further negative rating actions may be taken if there is a
continued decline in policyholders' surplus and risk-adjusted
capitalization as a result of operating losses and/or unplanned
premium and exposure growth.  Positive rating actions may occur
over the intermediate term if premium growth moderates, supported
by sufficient capital, and operating profitability is restored to
prior-year levels.


AMERICAN AIRLINES: Seeks Exit From Product Package IP Suit
----------------------------------------------------------
Law360 reported that American Airlines Inc. urged a Delaware
federal judge on Jan. 13 to toss patent infringement claims
brought by Walker Digital LLC before AMR Corp.'s restructuring,
arguing that the tech company missed the bankruptcy court's
deadline for filing claims.

According to the report, American Airlines argues that Walker
Digital cannot pursue claims against it for selling airline
tickets and hotel packages together on its website because Walker
Digital did not file a proof of claim against the airline in its
bankruptcy case before the July 2012 deadline.

The case is Walker Digital LLC v. American Airlines, Inc. et al.,
Case No. 1:11-cv-00320 (D.Del.) before Judge Gregory M. Sleet.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


AMERICAN AXLE: Has $900 Million Business Backlog for 2014-2016
--------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., which is traded as
AXL on the NYSE, announced that its backlog of new and incremental
business launching from 2014 through 2016 is estimated at $900
million in future annual sales.

Highlights of AAM's $900 million new and incremental business
backlog for 2014 - 2016 include the following:

   * New and innovative product technologies: AAM's new and
     incremental business backlog includes product programs
     supporting the all-new Jeep(R) Cherokee with AAM's industry
     first EcoTrac(R) Disconnecting Driveline System; the all-new
     Cadillac CTS, Motor Trend's 2014 Car of the Year, with AAM's
     high efficiency rear drive modules; and the e-AAM hybrid
     and electric system that will be featured on a future model
     year Qoros vehicle.

   * Significant progress on customer diversification initiatives:
     Approximately 70 percent of AAM's new and incremental
     business backlog for 2014 - 2016 is for customers other than
     GM.  This includes new and expanded orders supporting
     multiple global premium vehicle manufacturers, including
     Chrysler Group LLC, Daimler Truck, Ford, Honda, Jaguar Land
     Rover, Mercedes Benz, Nissan, Tata Motors and others.

   * Major increase in passenger car and crossover vehicle
     business: Approximately two-thirds of AAM's $900 million new
     and incremental business backlog for 2014 - 2016 is for
     passenger car and crossover vehicle programs.

   * Growth in global markets: Approximately 70 percent of AAM's
     new and incremental business backlog for 2014 - 2016 is for
     programs sourced outside of the United States.  These awards
     support AAM's expansion in the growing global markets of
     Brazil, China, India and Thailand.

"AAM's robust new business backlog supports our ability to exceed
the growth rate expected for the industry through 2015.  This is
great news for all our key stakeholders," said AAM's Chairman,
president & chief executive officer David C. Dauch.  "We are very
pleased that AAM's focus on technology leadership has resulted in
the expansion and diversification of our customer base and product
portfolio on a global basis.  AAM is focused on successfully
launching these programs as well as continuing to deliver positive
financial results by executing our aligned business strategy."

AAM values its new and incremental business backlog based on
production volume estimates and program design direction provided
by its customers.  The actual sales value of these awards will
depend on product volumes, program launch timing and foreign
currency exchange.  AAM does not include sales of unconsolidated
joint ventures in its new business backlog.

AAM's 2013 Outlook:
   * AAM expects full year sales in 2013 to be approximately $3.21
     billion, which represents an increase of approximately 10
     percent as compared to $2.93 billion for the full year 2012.
   * AAM expects adjusted earnings before interest expense, income
     taxes and depreciation and amortization (Adjusted EBITDA) for
     the full year 2013 to be approximately $75 million higher as
     compared to the full year of 2012.
   * AAM expects full year net capital spending to be slightly
     lower than 7 percent of sales in 2013.

   * AAM expects positive free cash flow to approximate $4 million
     for the full year 2013.

In 2013, free cash flow reflects the impact of cash payments for
debt refinancing and redemption activities of approximately $38.3
million.

AAM's 2014 Outlook:
   * AAM is targeting full year sales in the range of $3.75
     billion to $3.8 billion in 2014.  This sales projection is
     based on the anticipated launch schedule of programs in AAM's
     new and incremental business backlog and the assumption that
     the U.S.  Seasonally Adjusted Annual Rate of sales ("SAAR")
     will increase from approximately 15.5 million vehicle units
     in 2013 to approximately 16.0 million light vehicle units in
     2014.
   * AAM is targeting EBITDA in the range of 13.5 percent to 14
     percent of sales in 2014.
        * AAM is targeting free cash flow of approximately $100
          million in 2014.
   * AAM is targeting full year net capital spending to be
     approximately 6 percent of sales in 2014.

AAM's 2015 Targets:

   * AAM's sales target for 2015 is unchanged.  AAM is targeting
     full year sales to exceed $4 billion in 2015.  This target is
     based on the anticipated launch schedule of programs in AAM's
     new and incremental business backlog and the assumption that
     the U.S. light vehicle SAAR will increase from approximately
     15.5 million light vehicle units in 2013 to a range of 16.0
     million to 16.5 million light vehicle units in 2015.
A copy of the Form 8-K is available for free at:

                        http://is.gd/vqBhwU

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at Sept. 30, 2013, showed
$3.11 billion in total assets, $3.16 billion in total liabilities
and a $46.8 million total stockholders' deficit.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 5, 2013, Fitch Ratings has
affirmed the 'B+' Issuer Default Ratings of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary.  The ratings and Positive
Outlook for AXL and AAM are supported by Fitch's expectation that
the drivetrain and driveline supplier's credit profile will
strengthen over the intermediate term, despite some deterioration
over the past year.


AMERICAN CAPITAL: SunTrust Ducks Claims Over Notes Enforcement
--------------------------------------------------------------
Law360 reported that a Florida federal judge on Jan. 16 released
SunTrust Banks from most of the claims in a suit claiming the bank
was negligent in pursuing and enforcing $80 million in
subordinated notes issued by bankrupt American Capital Corp.

According to the report, U.S. District Judge Kathleen M. Williams
dismissed plaintiff FBK Associates' negligence claims stemming
from SunTrust's alleged failure to go after a $132 million
judgment issued against ACC, claiming they were barred by the
statute of limitations.

The case is FBK Associates v. SunTrust Bank, Case No. 1:13-cv-
20156 (S.D. Fla.).

                     About American Capital

Headquartered in Miami, Florida, American Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.
TransCapital Financial is a holding and management company that
conducted substantially all of its operations through its wholly-
owned subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities were banking and lending and its primary lending
activity was the originating and purchasing of loans secured by
mortgages on residential properties.

American Capital filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No.  06-12645) on June 19, 2006.  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.
When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for Chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN COMMERCE: Incurs $30.7K Net Loss in Nov. 30 Quarter
------------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $30,671 on $627,456 of net sales for the
three months ended Nov. 30, 2013, as compared with a net loss of
$50,462 on $617,157 of net sales for the same period a year ago.

For the nine months ended Nov. 30, 2013, the Company incurred a
net loss of $96,365 on $1.99 million of net sales as compared with
net income of $46,483 on $1.82 million of net sales for the same
period during the prior year.

The Company's balance sheet at Nov. 30, 2013, showed $4.90 million
in total assets, $3.66 million in total liabilities and $1.24
million in total stockholders' equity.

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

American Commerce incurred a net loss available to common
stockholders of $5,791 on $2.35 million of net sales for the year
ended Feb. 28, 2013, as compared with net income available to
common stockholders of $25,962 on $2.44 million of net sales for
the year ended Feb. 29, 2012.

Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended Feb. 28, 2013.  The independent auditors
noted that the Company has recurring losses and negative cash
flows from operating activities, a working capital deficit, and a
stockholders' deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


AMERIGO ENERGY: Closes Acquisition of Quest Solution for $16MM
--------------------------------------------------------------
Amerigo Energy, Inc., purchased Quest Solution, Inc., which is a
leading provider in the technology, software, and mobile data
collection systems business. www.QuestSolution.com.  The purchase
price for Quest was $16,000,000.

Kurt Thomet, founder and president of Quest Solution,  Inc.,
commented on the acquisition, "We are excited for this next step
in the future of the company and equally excited to be a part of
Amerigo."

George Zicman, co-owner and vice president of Sales added
"Structurally there will be no changes to our Company and our more
than 1,500 customers will still receive the exceptional service
they have received since 1994."

Quest achieved unaudited revenue of approximately $34 million for
calendar year 2013, as of Dec. 31, 2013, with approximately
unaudited $8 million in assets ($7.5 million of which are current
assets).  Quest has engaged Amerigo's PCAOB auditor to complete
the financial statement audits for the years ended Dec. 31, 2013,
and 2012.

"The acquisition of Quest Solution furthers our strategy to
acquire existing revenue producing and cash flow positive
companies."   Griffith continued, "The executive team at Quest is
top notch and I'm excited about the future for the Company."

Additional information about the transaction is available for free
at http://is.gd/2GwGqH

A copy of the Share Purchase Agreement is available at:

                        http://is.gd/3d9LjL

On Jan. 10, 2014, the Company came to terms on a settlement with
its prior investment in Le Flav Spirits and the related liquor
brands.  The Company concurrently canceled its consulting contract
related to the liquor line and will be receiving back 1,765,000 of
the shares that had previously been issued in conjunction with
this venture.  This cancellation also removed the $2,000,000
promissory note related to the acquisition, as well as the $65,000
annual consulting contract with the Consultant.

                           About Amerigo

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

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

"The Company has incurred cumulative net losses of approximately
$16,431,661 since its inception and requires capital for its
contemplated operational and marketing activities to take place.
The Company's ability to raise additional capital through the
future issuances of the common stock is unknown.  The obtainment
of additional financing, the successful development of the
Company's contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are
necessary for the Company to continue operations.  The ability to
successfully resolve these factors raise substantial doubt about
the Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended Sept. 30, 2013.


ARMORED AUTOGROUP: S&P Revises Outlook to Stable & Affirms B- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Danbury,
Conn.-based automotive aftercare market provider Armored Autogroup
Inc. to stable from negative.  At the same time, S&P affirmed its
'B-' corporate credit rating on the company.

In addition, S&P affirmed its 'B-' and 'CCC' rating on the
company's senior secured and unsecured credit facilities,
respectively.  The respective recovery ratings remain unchanged at
'3' and '6'.  The '3' recovery rating reflects S&P's expectation
for meaningful (50%-70%) recovery in the event of a payment
default.  The '6' recovery rating reflects S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

"The outlook revision reflects Armored Autogroup's improving
operating performance during 2013," said Standard & Poor's credit
analyst Jacqueline Hui.  "As the company has completed building
systems and infrastructure to support its stand-alone status, it
has begun to realize the benefits on operating performance.  We
expect profitability will gradually improve over the next year."

Standard & Poor's "highly leveraged" financial risk assessment
incorporates its view that sponsor-owned Armored Autogroup's
credit protection measures will remain weak but stable, and in
line with its indicative ratios for this descriptor (including
ratios of adjusted debt to EBITDA greater than 5x and funds from
operations (FFO) to total debt less than 12%).

"We assess Armored Autogroup's business risk as "vulnerable" based
on the company's narrow business focus, participation in a very
small niche market, exposure to commodity price volatility and the
economy, and the discretionary nature of its products.  The
company has well-recognized brands such as ArmorAll and STP, which
hold No. 1 and No. 2 positions, respectively, in the less than
$2.0 billion and slowly declining specialized appearance and
performance automotive aftercare categories, respectively," S&P
said.


ATP OIL: Hearing Date on Case Conversion Bid Adjourned to Jan. 30
-----------------------------------------------------------------
ATP Oil & Gas Corporation notified the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, that the hearing
on the motion to covert its Chapter 11 reorganization case to a
liquidation under Chapter 7 has been continued by agreement of the
parties to Jan. 30, 2014, at 1:30 p.m.

The notice was filed by Charles S. Kelley, Esq., at Mayer Brown
LLP, in Houston, Texas, on behalf of the Debtor.

                           About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


ATWOOD OCEANICS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to positive from stable on Houston-based Atwood Oceanics
Inc. and affirmed its 'BB' corporate credit rating and debt rating
on the company.  The recovery ratings on the company's senior
unsecured notes remain unchanged at '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.

The positive outlook reflects the likelihood of an upgrade if
Atwood successfully expands its operating cash flow, fleet size,
and fleet diversification while keeping a strong contract backlog
and debt to EBITDA below 3x.  Atwood's first ultra-deepwater
drillship, the Atwood Advantage, was delivered on schedule in
December 2013 and the rig is currently mobilizing to the U.S. Gulf
of Mexico for a 36-month contract with Noble Energy Inc.  S&P
expects Atwood's second drillship, the Atwood Achiever, to be
delivered in June 2014.  This drillship also benefits from a 36-
month contract with Kosmos Energy Ltd.  S&P estimates that each
drillship will add between $100 million and $120 million of
EBITDA.  Despite S&P's expectation that debt to EBITDA will
increase to about 2.7x at fiscal year-end 2014 due to the
company's significant capital spending program, this level remains
in line with S&P's expectations at the current rating level and it
forecasts leverage to decrease to about 2x in fiscal year 2015.
Finally, Atwood's $3.6 billion contract backlog through 2017
provides strong revenue and cash flow visibility.

"The positive outlook reflects the potential of an upgrade in the
next 12 months if Atwood executes successfully on the delivery and
mobilization of its first two drillships in fiscal 2014," said
Standard & Poor's credit analyst Christine Besset.

S&P could consider revising the outlook to stable if the company
encounters significant delays or issues in the delivery and
mobilization of its new drillships, or it pursues a more
aggressive financial policy, due to additional new construction or
acquisition, such that leverage exceeds 3.5x on sustained basis.


AURA SYSTEMS: Delays Form 10-Q for November 30 Quarter
------------------------------------------------------
Aura Systems, 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 its Quarterly Report on Form 10-Q
could not be filed on or before the prescribed due date, Jan. 14,
2014, without unreasonable effort and expense, as it has not
finalized the narrative disclosures for inclusion in Form 10-Q.
The Company intends to complete the Form 10-Q as soon as possible,
but in no event no later than five days from the original due
date.

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

The Company's balance sheet at Aug. 31, 2013, showed $3,049,311 in
total assets, $27,308,070 in total liabilities, and stockholders'
deficit of $24,258,759.

As reported in the TCR on June 18, 2013, Kabani & Company, Inc.,
in Los Angeles, California, 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
historically incurred substantial losses from operations, and the
Company may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next 12 months.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


BERNARD L. MADOFF: Case Is Assigned to Judge Bernstein
------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that the U.S. Bankruptcy Court in Manhattan has announced that
Judge Stuart M. Bernstein will take over the wind-down of Bernard
Madoff's investment firm amid the unexpected death of Judge Burton
Lifland.

According to the report, the case has been ongoing since December
2008, and with the recently announced J.P. Morgan Chase & Co.
settlement, more than 55% of funds lost in the $17.5 billion Ponzi
scheme have been recovered.

Judge Bernstein was appointed to the bench in 1993 and has
presided over the bankruptcy cases of business jet manufacturer
Hawker Beechcraft Inc., newspaper publisher Journal Register Co.
and one-time Penthouse magazine publisher General Media Inc., the
report related.  He has also served as chief judge.

Judge Lifland's other pending cases have been assigned to Chief
Judge Cecelia G. Morris for now, Vito Genna, clerk of the U.S.
Bankruptcy Court in Manhattan, told Bankruptcy Beat.

In addition, Judge Robert Grossman of the U.S. Bankruptcy Court in
Central Islip, N.Y., has been brought on to help with the
Manhattan case load, the report further related.  Mr. Genna said
that Judge Grossman will step in for Judge James M. Peck, who is
retiring at the end of January, although the Lehman Brothers case,
which was before Judge Peck, has been assigned to Judge Shelley
Chapman. Judge Grossman will also continue to hear cases at the
court in Central Islip, Mr. Genna said.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BUILDING #19: Panel Gets Nod to Hire Newburg & Co. as Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Building #19,
Inc. and its debtor-affiliates sought and obtained authorization
from the U.S. Bankruptcy Court for the District of Massachusetts
to retain Newburg & Company LLP as financial advisors to the
Committee, nunc pro tunc to Dec. 6, 2013.

The Committee requires Newburg & Company to:

   (a) assist and advise the Committee in connection with its
       identification, development, and implementation of
       strategies related to the Debtors' business plan and other
       matters, as agreed, relating to the restructuring or
       liquidation of the Debtors' business operations;

   (b) assist the Committee in understanding the business and
       financial impact of various operational, financial, and
       strategic restructuring alternatives on the Debtors;

   (c) assist the Committee in its analysis of the Debtors' exit
       strategies, including its review of the Debtors'
       development of plans of reorganization and related
       disclosure statements;

   (d) assist the Committee, in consultation with the Committee's
       other professionals, in evaluating the existence and merits
       of any and all claims against any and all of the
       Debtors' former insiders, and all entities and persons
       affiliated with the Debtors' former insiders;

   (e) conduct a forensic accounting analysis, and inspection of
       the documents and records of the Debtors, at least for the
       four year period preceding the petition date, including,
       without limitation:

         i. observation, review and inspection of the Debtors'
             books and records;

        ii. analysis and testing of the income and expenses
            reflected in Debtors' books and records;

       iii. analysis and testing of the assets, liabilities, and
            equity reflected in Debtors' books and records;

        iv. analysis and testing of intercompany transactions and
            account balances reflected in the Debtors' books and
            records; and

         v. preparation of a summary report of Newburg's findings
            and conclusions.

   (f) assist the Committee in its review of alternatives and
       strategies to maximize recovery to unsecured creditors;

   (g) advise the Committee as it assesses the Debtors' executory
       contracts, including evaluation of the Debtors' requests to
       assume or reject such executory contracts;

   (h) assist and advise the Committee in its analysis of
       liquidation scenarios;

   (i) provide litigation support, including testimony, as
       requested by the Committee and its other professionals; and

   (j) provide advice and recommendations with respect to other
       matters as the Committee may request form time to time.

Newburg & Company will be paid at these hourly rates:

       Howard M. Newburg               $400
       Partners                      $300-$400
       Associates                    $175-$185

Newburg & Company will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Howard M. Newburg, CEO and partner of Newburg & Company, 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.

Newburg & Company can be reached at:

       Howard M. Newburg
       NEWBURG & COMPANY LLP
       890 Winter Street, Suite 208
       Waltham, MA 02451-1470
       Tel: (781) 884-4100

                   About Building #19, Inc.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.
The Tron Group, LLC, serve as their financial advisers.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors.
The Committee retained Duane Morris LLP as its counsel.


CALYPTE BIOMEDICAL: DP Tzuan to Buy 400 Million Common Shares
-------------------------------------------------------------
Calypte Biomedical Corporation and DP Tzuan (HK) Limited have
entered into an Investment Agreement dated Jan. 9, 2014, pursuant
to which DP Tzuan has agreed to invest $2 million in the Company
through the purchase of 400,000,000 shares of Common Stock of the
Company at a purchase price of $0.005 per share.

The issuance of the Shares will be contingent upon an amendment to
the Company's Certificate of Incorporation to increase the
authorized shares of Common Stock to a total of 2,400,000,000
shares and to reduce the par value of the COmpany's Common Stock
to $0.005 per share.  The Agreement provides for the investment to
be made in three installments: (i) $500,000 as soon as practicable
following the effective time of the Amendment; (ii) $500,000 on
May 1, 2014; and (iii) $1 million on Nov. 1, 2014.  Under the
Agreement, the parties will develop a mutually-agreed budget plan
for the Company.  Each installment under the Agreement will be
subject to the effectiveness of the Amendment, the Company's
compliance with the budget plan and customary closing conditions.

A copy of the Investment Agreement dated Jan. 9, 2014, between the
Company and the Purchaser is available for free at:

                        http://is.gd/Sb2Qkd

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

Following the Company's 2011 results, OUM & Co. LLP, in San
Francisco, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring operating
losses and negative cash flows from operations, and management
believes that the Company's cash resources will not be sufficient
to sustain its operations through 2012 without additional
financing.

The Company reported a net loss of $693,000 in 2011, compared with
net income of $8.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.81
million in total assets, $6.79 million in total liabilities and a
$4.98 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in the 2011 annual report that, in July 2010 the
Company entered into a series of agreements providing for (i) the
restructuring of the Company's outstanding indebtedness to Marr
and SF Capital and (ii) the transfer of the Company's interests in
the two Chinese joint ventures, Beijing Marr and Beijing Calypte,
to Kangplus.  Under the Debt Agreement, $6,393,353 in outstanding
indebtedness was agreed to be converted to 152,341,741 shares of
the Company's common stock, and the Company's remaining
indebtedness to Marr, totaling $3,000,000 was cancelled.  In
consideration for that debt restructuring, the Company transferred
its equity interests in Beijing Marr to Kangplus pursuant to the
Equity Transfer Agreement and transferred certain related
technology to Beijing Marr.  The Company has also agreed to
transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.


CAPITOL BANCORP: Settles Dispute with G3 Parties for $2.250MM
-------------------------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation ask the
U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, to approve a settlement agreement with G3
Properties, LLC, et al., regarding the state court litigation
styled G3 Properties, LLC, et al. v. Capitol Bancorp Ltd., et al.,
Ingham County Circuit Court Case No. 11-39-CZ.

The state court action, together with another state court action,
concern the G3 parties' allegations that certain individuals
caused a purportedly unauthorized transfer of $6.0 million to be
made from CDBL VIII to CBC without requisite approval of all
shareholders of CDBL VIII, and other related claims of the
defendants against the G3 Parties.

The settlement with the G3 parties would result in the G3 Parties
receiving payment of the aggregate amount of $2.250 million, with
all of the Settlement Amount being paid from the proceeds of
applicable insurance coverage.  The Debtors also ask Court
approval for the Settlement Amount to be paid out of policy
proceeds of Debtor CBC's D&O insurance Policy BCP 8737781 with
Cincinnati Insurance Company with the payment to reduce the
available limit of liability under the D&O Policy.

The payment of the Settlement Amount to the G3 Parties would
result in: (a) dismissal, with prejudice and without costs, of the
G3 Actions; (b) compromise and full satisfaction, discharge and
release of the G3 Claims, and (c) resolution of the G3 parties'
objection to the Debtors' Amended Joint Liquidating Plan.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.

On Jan. 1, 2014, Capitol Bancorp and its affiliate, Financial
Commerce Corporation, completed the sale, assignment and transfer
of assets to Talmer Bancorp, Inc.  Immediately prior to the
completion of the transaction, Indiana Community Bank, an Indiana
state-chartered bank, Bank of Las Vegas, a Nevada state-chartered
bank and Sunrise Bank of Albuquerque, a New Mexico state-chartered
bank were merged with and into Michigan Commerce Bank, a Michigan
state-chartered bank, with Michigan Commerce Bank as the surviving
entity -- the "Surviving Bank".  Capitol, through its affiliate
FCC, previously owned all of the issued and outstanding shares of
capital stock of each of Indiana Community Bank, Michigan Commerce
Bank, Bank of Las Vegas, and Sunrise Bank of Albuquerque.

Capitol, FCC and Talmer, owned by Wilbur Ross, entered into a
Stock Purchase Agreement on October 11, 2013, to sell, assign and
transfer to Talmer: (i) all of the issued and outstanding shares
of common stock of the Surviving Bank; (ii) all bank related
contracts; (iii) all right, title and interest to any proceeds
received or to be received after December 31, 2012 related to any
such contract; (iv) all of the trademarks and service marks
registered to Capitol; and (v) certain other assets of Capitol and
FCC for a cash purchase price of $4.0 million.  In addition,
Talmer agreed to make an equity contribution into the Surviving
Bank at closing in the amount of up to $90 million and to pay $2.5
million of certain post-petition administrative fees and expenses
incurred in Capitol and FCC's bankruptcy cases, and with respect
to any contract or agreement to which Capitol or FCC is a party,
pay the amount required to be paid with respect to such contract
or agreement to cure all monetary defaults under such contract or
agreement to the extent required by Section 365(b) of Chapter 11
of the Bankruptcy Code.


CASPIAN SERVICES: Incurs $11.8 Million Net Loss in Fiscal 2013
--------------------------------------------------------------
Caspian Services, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $11.82 million on $33.08 million of total revenues for
the year ended Sept. 30, 2013, as compared with a net loss of
$15.95 million on $24.74 million of total revenues during the
prior fiscal year.

The Company's balance sheet at Sept. 30, 2013, showed $80.54
million in total assets, $90.67 million in total liabilities and a
$10.13 million total deficit.

Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that 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 $66,631,000.  Uncertainty as to
the outcome of these factors raises substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

To help the Company meet its additional funding obligations to
construct the marine base, in 2008 the Company entered into two
facility agreements pursuant to which the Company received debt
funding of $30,000.  In June and July 2011, Mr. Bakhytbek
Baiseitov (the "Investor") acquired the two facility agreements.
In September 2011 the Company issued the Investor two secured
promissory notes, a Secured Non-Negotiable Promissory Note in the
principal amount of $10,800 and a Secured Convertible Consolidated
Promissory Note in the principal amount of $24,446 in connection
with restructuring the facility agreements.

During December 2012 the Company, the European Bank for
Reconstruction and Development and the Investor outlined the terms
of a potential restructuring of the Company's financial
obligations to EBRD and the Investor in a non-binding term sheet.
Throughout the fiscal year the parties have worked to negotiate
definitive agreements pursuant to the terms set out in the Term
Sheet.  Subsequent to the fiscal year end, negotiations between
EBRD, the Investor and the Company to restructure the Company's
financial obligations pursuant to the terms of the Term Sheet
stalled and have been discontinued.  However, the Company has
engaged in new discussions with EBRD regarding a possible
restructuring of its financial obligations to EBRD.

"Should EBRD or the Investor determine to accelerate the Company's
repayment obligations to them, the Company currently has
insufficient funds to repay its obligations to EBRD or the
Investor, individually or collectively, and would be forced to
seek other sources of funds to satisfy these obligations.  Given
the Company's current and near-term anticipated operating results,
the difficult credit and equity markets and the Company's current
financial condition, the Company believes it would be very
difficult to obtain new funding to satisfy these obligations.  If
the Company is unable to obtain funding to meet these obligations
EBRD or the Investor could seek any legal remedies available to
them to obtain repayment, including forcing the Company into
bankruptcy, or in the case of the EBRD loan, which is
collateralized by the assets, including the marine base, and bank
accounts of Balykshi and CRE, foreclosure by EBRD on such assets
and bank accounts.  The Company has also agreed to collateralize
the Investor's Notes with non-marine base related assets,"
according to the Company's 2013 Annual Report.

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


CETERA FINANCIAL: Moody's Affirms 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Cetera Financial
Group, Inc. (B3 senior secured bank credit facility and B3
corporate family rating) and changed the outlook to developing
from positive following today's announcement that it will be
acquired by RCS Capital Corporation (unrated) from Lightyear
Capital LLC for approximately $1.15 billion in cash.

RCS Capital Corporation is obligated to repay Cetera's existing
$210 million debt with part of the purchase consideration upon
closing the transaction, which is expected to occur in the second
quarter of 2014. The developing outlook reflects the possibility
that Cetera's ratings could face downward pressure if the
transaction's financing increases the firm's debt load and cash
flow leverage, but could face upward pressure if Cetera
experiences further improvements in profitability and debt
reduction that results in substantial cash flow deleveraging or
increases its business diversification without increasing its risk
profile.

Ratings Rationale

Cetera is an independent retail brokerage firm in the United
States formed in 2010 through the purchase of three retail
brokerage subsidiaries of ING by Lightyear Capital, Cetera's
private equity sponsor. Since its formation, the company has grown
substantially through acquisition, most recently with an
acquisition of two brokerage subsidiaries from MetLife agreed to
in April 2013.

The B3 ratings reflect Cetera's significant scale within the
fragmented independent broker industry and its ability to attract
financial advisors to its platform. In addition, financial advisor
recruitment and broker dealer platform acquisitions have been an
important source of revenue and client asset growth for Cetera and
its senior management team has demonstrated the ability to
successfully integrate these financial advisors while maintaining
their productivity. Moreover, a significant portion of Cetera's
revenue streams are recurring which should make revenues less
volatile during cyclical periods.

Cetera's pretax and EBITDA margins are significantly below
comparable industry peers which make the Company's operating
profitability more sensitive to revenue declines. However, the
firms highly variable cost structure helps to alleviate some of
this risk. Its debt refinancing to a $210 million term loan and
$25 million revolving credit facility in August 2013, and
subsequent dividend distribution, resulted in high cash flow
leverage and limited future financial flexibility.

What Could Change The Rating -- UP
Positive rating pressure could develop if Cetera experiences
consistently improving profitability and debt reduction that
results in substantial cash flow deleveraging, or increases its
business diversification without increasing its risk profile.

What Could Change The Rating -- DOWN

Negative rating pressure could develop if there was a material
decrease in operating profitability or margins that further
increased cash flow leverage, or if the firm undertook additional
debt that led to materially higher cash flow leverage.

The principal methodology used in this rating was Global
Securities Industry Methodology published in May 2013.


CETERA FINANCIAL: S&P Puts 'B+' ICR on CreditWatch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Cetera Financial Group Inc., including its 'B+' issuer credit
rating and 'B+' issue rating on the company's senior secured term
loan and revolving credit facility, on CreditWatch with developing
implications.

"The CreditWatch action follows the announcement that Lightyear
Capital, a financial services private equity firm, entered into an
agreement to sell Cetera to RCS Capital Corp. (RCAP)," said
Standard & Poor's credit analyst Olga Roman.  "Following the
transaction, Cetera and its subsidiaries will become part of
RCAP's retail advice platform."

The purchase price is $1.15 billion, and RCAP expects to fund the
purchase using about $700 million of debt, $370 million of equity
financing, and some cash.  All of Cetera's existing debt is
expected to be paid off upon deal closing.  The closing of the
transaction is expected later in 2014, subject to regulatory
approvals.

S&P's current 'B+' rating on Cetera reflects the firm's aggressive
financial management, including a considerable debt burden and
negative tangible equity, as well as integration risk as a result
of several recent acquisitions.  Although these acquisitions
enabled Cetera to quickly gain scale and become one of the largest
independent brokers, S&P views negatively its limited track record
operating as an independent firm, its rapid growth, and its still
relatively small size in the highly competitive U.S. brokerage
business.  S&P believes that favorable growth trends in the U.S.
independent financial advisory industry and the firm's variable
cost structure and limited balance sheet risk partially offset
these weaknesses.


CLOUD MEDICAL: Reports $319K Net Income in Fiscal 2012
------------------------------------------------------
Cloud Medical Doctor Software Corporation, formerly National
Scientific Corporation, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K on Jan. 14,
2014.  The late filed Form 10-K posted net income of $318,879 on
$487,703 of revenues for the year ended Sept. 30, 2012, as
compared with a net loss of $356,629 on $0 of revenues for fiscal
year 2011.

As of Sept. 30, 2012, the Company had $1.07 million in total
assets, $277,090 in total liabilities and $801,745 in total
stockholders' equity.

GBH CPAs, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
Cloud Medical Doctor Software Corporation has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"The independent auditor's report on our financial statements for
the year ended September 30, 2012 contains explanatory language
that substantial doubt exists about our ability to continue as a
going concern.  We have an accumulated deficit at September 30,
2012 of $25,911,091 and need additional cash flows to maintain our
operations.  We depend on the continued contributions of our
executive officers to finance our operations and need to obtain
additional funding sources to explore potential strategic
relationships and to provide capital and other resources for the
further development and marketing of our products and business.
If we are unable to obtain sufficient financing in the near term
or achieve profitability, then we would, in all likelihood,
experience severe liquidity problems and may have to curtail or
cease our operations altogether.  If we curtail our operations or
cease our operations, we may be placed into bankruptcy or undergo
liquidation, the result of which will adversely affect the value
of our common shares," the Company said in the Annual Report.

The Company's material weaknesses in financial reporting were:

     "The inability of the Company to prepare and file its
      financial statements timely due to its limited financial and
      personnel resources and delays in the Company's ability to
      respond to SEC inquiries regarding financial and accounting
      presentation.  Further, the Company is delinquent in filings
      for fiscal year ended 2012 through and 2013.  The Company
      also lacks segregation of duties and adequate documentation
      of our system of internal controls.  The Company has
      implemented controls that the CEO would approve all
      transactions and the CFO would record and report these
      transactions which would implement segregation of duties
      weakness."

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


COLERIDGE CORP: Section 341(a) Meeting Scheduled for Feb. 10
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Coleridge
Corporation will be held on Feb. 10, 2014, at 9:30 a.m. at Tampa,
FL (861) - Room 100-B, Timberlake Annex, 501 E. Polk Street.
Creditors have until March 31, 2014, to submit their proofs of
claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Coleridge Corp

Coleridge Corporation filed a bare-bones Chapter 11 petition
(Bankr. M.D. Fla. Case No. 14-00318) in Tampa, Florida on Jan. 13.
Weston, Florida-based Coleridge estimated $10 million to $50
million in assets and liabilities.

The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.
According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due May 13, 2014.  The Debtor disclosed
that two related entities have pending bankruptcy cases in Tampa -
- Boardwalk and Baseball, Inc., and Boardwalk Land Development
Inc.  The Honorable Michael G. Williamson oversees the Chapter 11
case.


CONSTAR INTERNATIONAL: Chooses Black Diamond to Finance Bankruptcy
------------------------------------------------------------------
Judge Cristopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave final authority from Constar
International Holdings LLC, et al., to continue to obtain
postpetition loans, advances and other financial accommodations
from Wells Fargo Capital, LLC, in its capacity as agent for a
consortium of lenders.

Judge Sontchi also authorized the Debtors to enter into a senior
secured term loan priority collateral priming superpriority DIP
note purchase with Black Diamond Commercial Finance, L.L.C., as
agent for a consortium of lenders.  Judge Sontchi, in a hearing
held Jan. 14, indicated he would approve the new deal with the
Black Diamond affiliate, which bested another offer by backers led
by Solus Alternative Asset Management LP, Peg Brickley, writing
for Dow Jones Business News, reported.  Michael Sage, Esq., at
Dechert LLP, the lawyer for Constar, told the Court that documents
on the financing are still being prepared.

According to Ms. Brickley, competition between Black Diamond and
Solus for the role of Chapter 11 lender drove down the price of
the deal and slashed the amount of old debt that is being "rolled-
up" or included along with fresh loans in the bankruptcy
financing.  As Chapter 11 loans, the aged debts that will be
included in the bankruptcy financing get top rank in the scheme of
payment priorities, Ms. Brickley noted.


                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

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

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

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

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


COUDERT BROTHERS: Top NY Ct. to Eye 'Unfinished Business' in Case
-----------------------------------------------------------------
Law360 reported that the New York Court of Appeals on Jan. 14
again agreed to review a question from the Second Circuit over
whether the unfinished business doctrine entitles dissolved law
firms to hourly billing stemming from pending client matters, this
time with respect to Coudert Brothers LLP.

According to the report, New York's high court already agreed to
consider the same question in a lawsuit between the defunct Thelen
LLP and Seyfarth Shaw LLP in December. Both the Thelen and Coudert
cases made their way to the Second Circuit.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

Coudert has been succeeded by Development Specialists, Inc. in its
capacity as Plan Administrator under the confirmed chapter 11
plan.


DAE AVIATION: Moody's Rates $300MM Second Lien Term Loan 'Caa2'
---------------------------------------------------------------
Moody's Investors Service assigned DAE Aviation Holdings, Inc.'s
("DAE" or "StandardAero") proposed $300 million second lien term
loan a Caa2 rating. Concurrently, Moody's affirmed the company's
B3 Corporate Family Rating ("CFR") and B3-PD Probability of
Default Rating as well as the B2 rating on its existing $540
million first lien term loan. The ratings outlook is stable.

Proceeds from the proposed $300 million second lien term loan due
2019 along with cash on hand is expected to be applied towards
refinancing DAE Aviation's existing $300 million 11.25% senior
unsecured notes due 2015. As part of the proposed transaction, the
company's first lien-term loan is expected to be repriced.

The proposed transaction should favorably contribute to the
company's credit profile by pushing out the company's debt
maturity profile and by reducing interest expense by an estimated
$15 million. Total funded debt levels would remain unchanged
following the proposed transaction.

Ratings assigned:

$300 million second lien term loan due 2019, at Caa2 (LGD-5, 83%)

Ratings affirmed:

Corporate Family Rating, at B3;

Probability of Default Rating, at B3-PD;

$540 million first lien senior secured term loan B (aggregate of
Tranche B-1 and Tranche B-2) due 2018, at B2 (LGD-3, 40% from
39%);

$300 million 11.25% senior unsecured notes due 2015, at Caa2
(LGD-5, 84%)*;

* The rating on the existing notes will be withdrawn upon their
  repayment

Rating outlook, stable

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.

Ratings Rationale

DAE's B3 CFR reflects the company's still high leverage, modest
free cash flow generation and softness in the macroeconomic
environment combined with defense budget pressures partially
offset by the company's leading position in key aviation segments
across diverse end-markets and often under long-term contracts.
DAE's highly leveraged capital structure is reflected in
debt/EBITDA standing at 6.0x at September 30, 2013, pro forma for
the proposed transaction. It is also our expectation that working
capital requirements to support growth engine programs will
consume a good portion of DAE's internally generated cash flow
over the intermediate term with any excess cash balances used to
repay elevated debt levels. However, DAE has a strong competitive
position in a market with good long-term fundamentals,
diversification across end markets including commercial and
business aviation to military applications and interior
completions as well as certifications and OEM authorizations
across a broad range of key aircraft engine platforms. In
addition, increased aviation activity and favorable outsourcing
trends should support modestly higher demand for DAE's
maintenance, repair and overhaul ("MRO") services over the long-
term.

The stable rating outlook is supported by DAE's adequate liquidity
profile and expectation that the company will have modest top line
and earnings growth with moderate deleveraging.

Ratings could be moved up should DAE maintain an adequate
liquidity profile and demonstrate leverage trending towards 5.5
times on a sustained basis. The expectation of continued positive
free cash flow generation would also support upward rating
movement.

Ratings could be downgraded if liquidity becomes stressed or if
adjusted leverage exceeds 7x.

The principal methodology used in this rating was the Global
Aerospace and Defense published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Please see the Credit Policy page on www.moodys.com for a
copy of these methodologies.

DAE Aviation Holdings, Inc. is a leading provider of aircraft
engine maintenance, repair and overhaul ("MRO") and aircraft
completion and modification services to the commercial, business,
military and general aviation industries. Annual revenues total
$1.7 billion, with approximately 80% of revenues generated in
North America. DAE is headquartered in Tempe, Arizona and is
wholly-owned by Dubai Aerospace Enterprises LTD ("DAE Dubai").


DAE AVIATION: S&P Rates New $300MM Second Lien Term Loan 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on DAE Aviation Holdings Inc.  The outlook
is stable.  At the same time, S&P also raised the issue-level
rating on the company's $540 million first-lien term loan, which
matures in 2018, to 'B' from 'B-' and revised the recovery rating
to '2' from '3', indicating S&P's expectation of substantial (70%-
90%) recovery in the event of payment default.  S&P also assigned
its 'CCC' issue-level rating and '6' recovery rating to the
company's new $300 million second-lien term loan, which matures in
2019.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery in the event of payment default.

"The affirmation reflects DAE Aviation's planned refinancing of
its existing $300 million senior notes due 2015 and the repricing
of its $540 million first-lien term loan," said Standard & Poor's
credit analyst Tatiana Kleiman.  The refinancing and repricing
improve liquidity by extending the earliest material maturity to
2018, decreasing interest expense by retiring the more expensive
$300 million 11.25% senior notes, and lowering the pricing on the
first-lien term loan.  However, S&P did not believe the
improvement was enough to revise its assessments of the company's
liquidity as "adequate" or its financial risk profile as "highly
leveraged."

"Our rating on DAE Aviation reflects its "weak" business risk
profile and "highly leveraged" financial risk profile.  We assess
the company's business risk profile as "weak" based on our view of
its "weak" competitive position, "below-average" EBITDA margins,
and volatile profitability, relative to industry peers.  DAE
Aviation provides maintenance, repair, and overhaul (MRO) services
(which accounts for about 90% of revenues) and component and
airframe repairs for business and regional jets, airlines, and
military aircraft.  The company also provides interior completions
and modifications (accounts for about 10% of revenues) for large
business jets," S&P said.  Although DAE Aviation enjoys leading
market-share positions in key engine platforms and high barriers
to entry, the company operates in the highly competitive and
cyclical general aviation markets and has limited end-market and
product diversity as well as poor operating efficiency--all of
which contribute to our assessment of its business risk profile as
"weak."

The outlook is stable.  DAE Aviation's revenues and earnings
should continue to increase over the next year due to the new
completions projects, continued pick up in the business and
regional jet markets, and increasing revenues from servicing
larger engines, offset by lower military revenues.  Margins should
be relatively stable in 2014, after a likely improvement in 2013
due to the termination of the Delta contract and better margins in
the completion business.  "Although the refinancing will lower
interest expense, we expect the company's credit ratios to be
fairly stable in 2014, with debt to EBITDA of 4.5x-5.5x and FFO to
debt of 10%-12%," said Ms. Kleiman.

S&P could lower the rating if lower-than-expected earnings and
cash generation cause S&P to revise its liquidity assessment to
"less than adequate" or "weak."

S&P could raise the rating if better profitability and cash flow
generation result in sustained improvements in credit protection
measures such that debt to EBITDA falls below 4.5x and FFO to debt
rises above 12% and remains there on a consistent basis.


DAYBREAK OIL: Incurs $449,200 Net Loss in November 30 Quarter
-------------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss available to common shareholders of $449,209 on
$425,035 of oil and gas sales for the three months ended Nov. 30,
2013, as compared with a net loss available to common shareholders
of $1.28 million on $229,913 of oil and gas sales for the same
period a year ago.

For the nine months ended Nov. 30, 2013, the Company incurred a
net loss available to common shareholders of $1.44 million on
$1.13 million of oil and gas sales as compared with a net loss
available to common shareholders of $1.91 million on $742,034 of
oil and gas sales for the same period duirng the prior year.

The Company's balance sheet at Nov. 30, 2013, showed $9.50 million
in total assets, $12.26 million in total liabilities and a $2.75
million total stockholders' deficit.

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

                        http://is.gd/jOqq3Y

                         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.


DEERFIELD RETIREMENT: Court Finds PCO Appointment Unnecessary
-------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa granted Deerfield Retirement Community,
Inc.'s motion to determine that the appointment of a patient care
ombudsman in its Chapter 11 case is unnecessary.  The Debtor's
motion gained the support of Daniel M. McDermott, the U.S. Trustee
for Region 12, who told the Court that its independently
investigations revealed no issues regarding the Debtor's
residential care, skilled nursing operation, or Lifespace's
operations at any of its facilities.

The U.S. Trustee was represented by James L. Snyder, Esq. --
James.L.Snyder@usdoj.gov -- Assistant U.S. Trustee, in Des Moines,
Iowa.

               About Deerfield Retirement Community

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

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

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

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DEERFIELD RETIREMENT: Court to Hear Plan & Disclosures Jointly
--------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa, at the behest of Deerfield Retirement
Community, Inc., ordered that the hearing on the adequacy of the
disclosure statement and confirmation of the Debtor's prepackaged
restructuring plan will be combined.

The Debtor's prepackaged plan, which will return 69 cents on the
dollar to bondholders owed $40 million, was negotiated with
Lifespace and holders owning 63% of the outstanding principal
amount of the bonds.

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

                        The Prepack Plan

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

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

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

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

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

               About Deerfield Retirement Community

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

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

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

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DEERFIELD RETIREMENT: Has Interim Authority to Use Cash Collateral
------------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa authorized Deerfield Retirement
Community, Inc., to use cash collateral on an interim basis.

The terms of the cash collateral order have essentially been
agreed to by the secured creditors, according to court documents.
The objection filed by Daniel M. McDermott, the U.S. Trustee for
Region 12, related to payment of fees and expenses of the
professionals engaged by the Indenture Trustee has been resolved.

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

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

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

               About Deerfield Retirement Community

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

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

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

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DEMCO INC: Court Approves $1MM Replacement Grid Promissory Note
---------------------------------------------------------------
The Bankruptcy Court, in an amended order dated Dec. 16,
authorized DEMCO Inc., to enter into a further Debtor-in-Financing
Replacement Grid Promissory Note and Restated Security Agreement
Financing Agreement with National Environmental Safety Company,
Inc.

The Court said any objection to the DIP financing request having
either resolved or overruled.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender a first
priority lien on all new accounts and new general intangibles
arising from work performed using that DIP financing, well as a
first priority lien on all personal property.

As reported in the Troubled Company Reporter on Dec. 10, 2013,
Daniel F. Brown, Esq., at Andreozzi, Bluestein, Weber, Brown, LLP,
on behalf of the Debtor, requested for authorization to obtain DIP
financing of up to $1,000,000 from NESC pursuant to the proposed
Replacement Promissory Grid Note and the Restated Security
Agreement.

As reported in the TCR on March 27, 2013, the Debtor won Court
permission to borrow up to $500,000 from NESC and grant the DIP
lender a first priority lien on all new accounts and new general
intangibles arising from work performed using the DIP financing,
as well as a first priority lien on all personal property acquired
by or earned by the Debtor via purchase or lease using the
proceeds of the DIP financing or using proceeds of all new
contract rights and accounts.

Through the new motion, Mr. Brown said that the increased amount
of financing will assist the Debtor to begin performing additional
new projects.

At the present time, NESC is proposing to lend to the Debtor,
solely at its discretion, up to $1,000,000, on a demand basis,
with interest at a rate of 10 percent per annum, secured by all
new accounts and new general intangibles arising after the March
22, 2013 date of Court approval of the Debtor's initial DIP
Financing, as well as a first priority lien on all personal
property acquired by the Debtor via purchase or lease using the
proceeds of such financing or using proceeds of all new contract
rights and accounts.

                     About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants. The Debtor estimated assets and debts at $10
million to $50 million.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DETROIT, MI: Plan to Save Art Museum From Fire Sale Faces Test
--------------------------------------------------------------
Matthew Dolan and Emily Glazer, writing for The Wall Street
Journal, reported that the multimillion-dollar plan to save the
Detroit Institute of Arts from a fire sale to help the city pay
its debts in bankruptcy court could face its first test this week
when a group of creditors will argue in court that the valuation
of the city-owned art collection is incomplete.

According to the report, Christie's auction house last month
estimated that more than 2,700 pieces of art purchased with city
funds at the DIA is worth between $454 million and $867 million.
But the creditors group says that the valuation process should be
much broader to include more works from the 66,000-piece
collection, likely resulting in a valuation of more than $1
billion.

If the collection is deemed to be worth substantially more than
the Christie's estimate, it could threaten the plan to raise some
$500 million from foundations to pay the city for the entire art
collection so that the city can fund a portion of its estimated
$3.5 billion pension shortfall, the report related.

A person familiar with the discussions with foundations said the
judge doesn't intend to ask those foundations who have committed
$330 million already to chip in more, the report further related.
The hope, this person said, is to persuade other foundations,
corporate partners and the state of Michigan to chip in. And the
goal of $500 million could grow, according to this person.

In November, a group of the city's creditors asked a bankruptcy
judge to appoint a committee to value the Detroit Institute of
Arts' collection, the report said.  U.S. Bankruptcy Judge Steven
Rhodes is scheduled on Jan. 22 in federal court in Detroit to
consider the issue.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Michigan Republicans in Talks With Mediator
--------------------------------------------------------
Steven Church and Chris Christoff, writing for Bloomberg News,
reported that the Detroit federal judge overseeing mediation of
the city's $18 billion bankruptcy met with Michigan's top two
Republican lawmakers to gauge their willingness to help resolve
the largest municipal insolvency in U.S. history.

According to the report, the leaders of the state legislature met
with U.S. District Judge Gerald Rosen in December, their
representatives said last week.  The bankruptcy is politically
sensitive in Michigan's Republican-controlled House and Senate,
where lawmakers have proposed using a $971 million surplus to cut
taxes. Talks with lawmakers are continuing, a person familiar with
the matter said.

Any aid from the state legislature would mark a change in the
Republican party's treatment of the heavily Democratic city,
Michigan's largest, the report related.  Republican Governor Rick
Snyder, who faced lawsuits for authorizing the bankruptcy, has
said he opposes a state bailout that only focuses on debt.

"There simply has not been the willingness shown by the Republican
legislature to want to help Detroit out financially during the
entire proceeding of the bankruptcy," said Larry Dubin, a
professor at the University of Detroit Mercy School of Law, the
report further related.

A group of charitable foundations pledged this week to give $330
million to help Detroit avoid pension cuts and protect its art
collection, the report said.  That's a strong argument for
reluctant lawmakers to bring some money to the table, Dubin said
in an interview.

                 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.


DTS8 COFFEE: To Issue 900,000 Shares to Consultants
---------------------------------------------------
DTS8 Coffee Company, Ltd., filed a Form S-8 registration statement
to register 900,000 shares of common stock issuable under
consulting agreements with James. B. Parsons and V.S. Jon Yogiyo.

On Jan. 6, 2014, the Company entered into a consulting agreement
with James B. Parsons for legal services.

On Jan. 6, 2014, the Company entered into a consulting agreement
with V.S. Jon Yogiyo for consulting services.

The Company has been advised by Messrs. Parsons Yogiyo that they
may sell all or a portion of their shares of common stock from
time to time through securities brokers/dealers only at current
market prices and that no commissions or compensation will be paid
in connection therewith in excess of customary brokers'
commissions.

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

                        http://is.gd/DebWsh

                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

Malone & Bailey, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.

As of Oct. 31, 2013, the Company had $4.63 million in total
assets, $934,659 in total liabilities, all current, and
$3.69 million in total shareholders' equity.


EASTCOAL INC: Court Approves Application for Sale of Subsidiaries
-----------------------------------------------------------------
EastCoal Inc. on Jan. 17 disclosed that on January 16, 2014 the
Supreme Court of British Columbia issued a court order approving
the Company's application for the sale of its subsidiaries as
announced on January 16, 2104.  In addition, the Court issued the
Company with a 46 day extension to make a proposal to its
creditors under the Bankruptcy and Insolvency Act (Canada)
("BIA").  The extension has the effect of allowing the Company
until March 3, 2014 in which to make a proposal to creditors.

The Company has also received conditional approval of the TSX
Venture Exchange for the Disposals.

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


EASTMAN KODAK: Trustee Launches 100 Suits to Recover Funds
----------------------------------------------------------
Law360 reported that the trustee overseeing the wind-down of
Eastman Kodak Co.'s estate on Jan. 14 launched more than 100
lawsuits against former vendors, including a handful seeking more
than $1 million, in an effort to recover transactions made in the
three months before Kodak entered bankruptcy.

According to the report, the 104 adversary proceedings filed as of
Jan. 14 afternoon include claims against Imaging Financial
Services, also known as EKCC, for $2 million, UGI Corp. for $1.6
million, Infosys BPO Ltd. for $1.2 million and Mascon Global Ltd.
for $1.1 million.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EASTMAN KODAK: In Court with Former Shareholders Over Stock Fight
-----------------------------------------------------------------
Matthew Daneman, writing for Democrat & Chronicle, reported that
some Eastman Kodak Co. shareholders who want compensation for
losing their stock are heading to federal bankruptcy court last
week, fighting a company objection to their claims.

According to the report, U.S. Bankruptcy Judge Allan Gropper was
scheduled to hear arguments on Jan. 16 from various shareholders
who have filed a claim against Kodak and now are objecting to the
company's efforts to get those claims declared null and void.

Throughout its bankruptcy and since exiting Chapter 11 in
September, Kodak has regularly filed objections in U.S. Bankruptcy
Court, essentially saying it doesn't owe anything to this
particular party seeking money, and here's why, the report
related.  The deadline for the last of those claims was Oct. 18.
In November and December, Kodak filed a series of objections to
claims with lists of hundreds of former shareholders who had filed
claims asking to be compensated for their lost stock.

Some of those shareholders are objecting to Kodak's objections,
the report said.

"The court would not have allowed them to emerge from bankruptcy
if they had no assets," Kodak shareholder James M Brennan of
Micanopy, Fla., wrote the court in December, the report cited.
"All I want is my percentage share of the sale price of the assets
of Eastman Kodak Co."

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EDGENET INC: Section 341(a) Meeting Scheduled for Feb. 11
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Edgenet, Inc.,
and Edgenet Holding Corp. will be held on Feb. 11, 2014, at 9 a.m.
at J. Caleb Boggs Federal Building, 844 King Street, Wilmington,
DE 19801, 5th Floor, Room 5209.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                         About Egenet Inc.

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

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

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

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


EDISON MISSION: Senior Noteholders Support Proposed Benefits Cut
----------------------------------------------------------------
The Ad Hoc Committtee of Senior Noteholders of Edison Mission
Energy filed with the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division, a statement reflecting its
support of the Debtors' request to terminate retiree benefits.

The noteholders state, "By the Motion, the Debtors request that
this Court enter an order (A) authorizing the Sponsoring Debtors
to take the necessary corporate actions to (1) terminate Retiree
Benefits immediately following the effective date of the Plan and
(2) terminate MWG Union Retiree Benefits as of March 31, 2015; and
(B) granting related relief. The Senior Noteholder Committee
supports the relief requested in the Motion and, accordingly,
requests that this Court enter the proposed order granting such
relief."

As previously reported by The Troubled Company Reporter, the
Debtors seek to terminate retiree benefits immediately following
the effective date of the Chapter 11 Plan of Reorganization and
terminate the Midwest Generation, LLC Union Retiree Benefits as of
March 31, 2015, as the Debtors sponsoring the benefits will no
longer have revenues to continue to fund the benefits.

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

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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


EXCEL MARITIME: Second Plan Addendum Filed
------------------------------------------
Excel Maritime Carriers Ltd., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York a Second
Addendum for its Plan Supplement related to the Company's Amended
Joint Chapter 11 Plan of Reorganization.

Documents included in the second addendum to the Plan Supplement
are the following:

   * Exhibit A: management incentive plan term sheet,

   * Exhibit B: redline to previously-filed management incentive
     plan term sheet,

   * Exhibit C: rejected executory contract and unexpired lease
     list, and

   * Exhibit D: redline to previously-filed rejected executory
     contract and unexpired lease list.

A full-text copy of the Second Addendum dated Jan. 14, 2014, is
available for free at http://bankrupt.com/misc/EXCEL2ndplanadd.pdf

The Debtors are represented by Jay M. Goffman, Esq., Mark A.
McDermott, Esq., and Shana A. Elberg, Esq., at SKADDEN, ARPS,
SLATE, MEAGHER & FLOM LLP, in New York.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is
$150 million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Jay M. Goffman, Esq., Mark A. McDermott, Esq., Shana E.
Elberg, Esq., and Suzanne D.T. Lovett, Esq,. at Skadden, Arps,
Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC,
as investment banker; and Global Maritime Partners Inc., as
financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

John J. Monaghan, Esq. -- john.monaghan@hklaw.com -- at Holland &
Knight LLP, serves as counsel to the Steering Committee.

Roberston Maritime Investors LLC is represented by Hugh Ray, Esq.,
at McKool Smith.  Oaktree Capital Management and certain of its
affiliates are represented by Alan W. Kornberg, Esq., and
Elizabeth R. McColm, Esq. -- akornberg@paulweiss.com and
emccolm@paulweiss.com -- at Paul Weiss Rifkind Wharton & Garrison
LLP.


EXCEL MARITIME: Lender Objects to Plan Confirmation
---------------------------------------------------
DVB Bank SE, in its capacity as lender under the Christine Shipco
Facility, objects to the Amended Joint Chapter 11 Plan of
Reorganization of Excel Maritime Carriers Ltd. insofar as the Plan
improperly modifies the terms of the Excel Guarantee.  DVB also
objects to the release, exculpation, and injunction provisions of
the Amended Plan, insofar as those provisions would impair DVB's
rights under the Christine Shipco Facility...including, without
limitation, the Excel Guarantee and Christine Holdings Guarantee.

DVB is represented by Joseph H. Smolinsky, Esq., at WEIL, GOTSHAL
& MANGES LLP, in New York.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is
$150 million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Jay M. Goffman, Esq., Mark A. McDermott, Esq., Shana E.
Elberg, Esq., and Suzanne D.T. Lovett, Esq,. at Skadden, Arps,
Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC,
as investment banker; and Global Maritime Partners Inc., as
financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

John J. Monaghan, Esq. -- john.monaghan@hklaw.com -- at Holland &
Knight LLP, serves as counsel to the Steering Committee.

Roberston Maritime Investors LLC is represented by Hugh Ray, Esq.,
at McKool Smith.  Oaktree Capital Management and certain of its
affiliates are represented by Alan W. Kornberg, Esq., and
Elizabeth R. McColm, Esq. -- akornberg@paulweiss.com and
emccolm@paulweiss.com -- at Paul Weiss Rifkind Wharton & Garrison
LLP.


EXIDE TECHNOLOGIES: Calif. Air Regulator Sues Over Emissions
------------------------------------------------------------
Law360 reported that a California air pollution regulator sued
bankrupt battery maker Exide Technologies Inc. in Los Angeles
Superior Court on Jan. 16, seeking up to $40 million in penalties
stemming from alleged illegal emissions of lead and arsenic at the
company's battery recycling plant.

According to the report, the South Coast Air Quality Management
District claimed Exide has committed numerous violations of the
state's Health and Safety Code at its Vernon, Calif.-based lead-
acid battery recycling facility and failed to timely take action
to tackle issues with its air pollution control systems.

                     About Exide Technologies

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

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

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

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

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

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


FIBERTOWER CORP: Fourth Amended Chapter 11 Plan Filed
-----------------------------------------------------
FiberTower Network Services Corp., et al., filed with the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, a Fourth Amended Chapter 11 Plan on Jan. 17 and a Third
Amended Chapter 11 Plan on Jan. 13.  A Disclosure Statement
explaining the amended plans was not filed as a result of the
December 12, 2013 Court order approving the Disclosure Statement
for the Company's Second Amended Joint Chapter 11 Plan.

The Fourth Amended Plan provides, "On the Effective Date, except
to the extent that a Holder of an Allowed 2016 Claim agrees to
less favorable treatment, each Holder of an Allowed 2016 Claim
shall be entitled to receive, in full satisfaction of such Claim,
(i) its Pro Rata share of one hundred percent (100%) of the New
FiberTower Common Stock and (ii) its Pro Rata share (together with
the other Beneficiaries, but without duplication of the Allowed
2016 Guaranty Deficiency Claims) of the Litigation Trust Interests
to the extent of its 2016 Deficiency Claim. The 2016 Claims shall
be Allowed in the aggregate amount of $131,779,772.00 plus accrued
and unpaid interest, fees, expenses and other charges accruing
prior to the Petition Date, less any amounts applied as payment of
principal from the Petition Date through the Effective Date. The
2016 Deficiency Claims shall be Allowed in the aggregate amount of
$65,000,000.00. Class 1B is impaired by the Plan. Class 1B is
impaired by the Plan. Each Holder of an Allowed 2016 Claim is
entitled to vote to accept or reject the Plan."

The Third Amended Plan provides, "On the Effective Date, except to
the extent that a Holder of an Allowed 2016 Claim agrees to less
favorable treatment, each Holder of an Allowed 2016 Claim shall be
entitled to receive, in full satisfaction of such Claim, (i) its
Pro Rata share of one hundred percent (100%) of the New FiberTower
Common Stock and (ii) its Pro Rata share (together with the other
Beneficiaries, but without duplication of the Allowed 2016
Guaranty Deficiency Claims) of the Litigation Trust Interests to
the extent of its 2016 Deficiency Claim. The 2016 Claims shall be
Allowed in the aggregate amount of $131,779,772.00 plus accrued
and unpaid interest, fees, expenses and other charges accruing
prior to the Petition Date, less any amounts applied as payment of
principal from the Petition Date through the Effective Date. The
2016 Deficiency Claims shall be Allowed in the aggregate amount of
$89,529,772. Class 1B is impaired by the Plan. Class 1B is
impaired by the Plan." In addition, "On the Effective Date, all
FiberTower Equity Interests shall be cancelled and extinguished.
Holders of such FiberTower Equity Interests shall not receive nor
retain any property under the Plan on account of such FiberTower
Equity Interests. Class 1G is impaired by the Plan."

The Plan does not provide for the substantive consolidation of the
Debtors' estates.

A full-text copy of the Fourth Amended Plan is available for free
at http://bankrupt.com/misc/FIBERTOWER4thplan0117.pdf

A full-text copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/FIBERTOWER3rdplan0113.pdf

The Debtors are represented by Paul N. Silverstein, Esq., and
Jonathan I. Levine, Esq., at Andrews Kurth LLP, in New York.

                       About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg, P.C.,
and Cole, Schotz, Meisel, Forman & Leonard, P.A.  Goldin
Associates, LLC serves as its financial advisors.

On March 15, 2013, the Court entered an order authorizing the
Debtors to sell assets that are primarily utilized by the Debtors
to provide wireless backhaul services in the State of Ohio to
Cellco Partnership (dba Verizon Wireless) free and clear for $1.5
million.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.


FURNITURE BRANDS: Amended Committee Appointed
---------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed an
amended notice of appointment of committee of unsecured creditors
in the Chapter 11 cases of Furniture Brands International, Inc.,
et al., to reflect the resignation of Milberg Factors Inc. as of
Jan. 15, 2014.

The members of the amended committee are the following:

   (1) Pension Benefit Guaranty Corporation
       Attn: Todd Yuba
       1200 K. St., NW
       Washington, DC 20005
       Tel: (202) 326-4070

   (2) LF Products PTE Ltd.
       Attn: Martin Leder
       12 Princeton Dr.
       Tappan, NY 10983
       Fax: (845) 365-6041

   (3) Rocktenn CP, LLC
       Attn: John Stakel
       504 Thrasher St.
       Norcross, GA 30071
       Tel: (770) 448-2193

   (4) The Standard Register Company
       Attn: James M. Vaughn
       600 Albany St.
       Dayton, OH 45417
       Tel: (937) 221-1517
       Fax: (937) 221-1995

   (5) Tombigbee Electric Power Association
       Attn: Bruce Williams
       PO Box 1789
       Tupelo, MS 38802
       Tel: (662) 842-7635
       Fax: (662) 842-0369

   (6) A&R Manchester, LLC
       Attn: Gina Caminito
       187 Millburn Ave., Ste. 6
       Millburn, NJ 07041
       Tel: (973) 379-4150
       Fax: (973) 379-0691

                       About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.


GENERAL STEEL: Fails to Comply with NYSE's $1 Bid Price Rule
------------------------------------------------------------
The New York Stock Exchange, Inc., has notified General Steel
Holdings, Inc., that the Company has fallen below the NYSE's
continued listing standard that requires a minimum average closing
price of $1.00 per share of the Company's common stock over a 30
consecutive trading day period.

Under the NYSE regulations, the Company has a cure period of six
months from receipt of the NYSE's notice to cure the deficiency by
regaining compliance with the minimum share price requirement.
The Company can regain compliance at any time during the six-month
cure period if on the last trading day of any calendar month
during the cure period, the Company has a closing share price and
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.

The Company responded to the NYSE within the required response
period, stating its intent to cure this deficiency.  Subject to
compliance with the NYSE's other continued listing standards and
ongoing oversight, the Company's common stock will continue to be
listed and traded on the NYSE during the six-month cure period.
The Company's business operations and United States Securities and
Exchange Commission reporting requirements are not affected by the
receipt of the NYSE's notice.  The Company intends to actively
monitor the closing price of its common stock during the cure
period and will evaluate available options to resolve this
deficiency and regain compliance with the applicable NYSE
regulations.

                    About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.

General Steel incurred a net loss of $231.93 million in 2012
following a net loss of $283.29 million in 2011.  For the nine
months ended Sept. 30, 2013, the Company reported a net loss of
$43.85 million.  The Company's balance sheet at Sept. 30, 2013,
showed $2.67 billion in total assets, $3.14 billion in total
liabilities and a $473.11 million in total deficiency.


GLYECO INC: Appoints 20-Year Glycol Recycling Veteran as COO
------------------------------------------------------------
GlyEco, Inc., appointed its SVP Sales, Mergers and Acquisitions,
Todd Smith, as its new chief operating officer.

Mr. Smith brings more than 20 years of glycol recycling experience
to his new role as COO of the Company.  Previously, as an owner
and operator, Mr. Smith grew a glycol recycling business to $4
million in annual revenue, and he was nominated in 2000 and 2003
for the SBA's Small Business Entrepreneur of the Year Award.  Mr.
Smith is one of the founders of GlyEco and has served as its SVP
Sales, Mergers and Acquisitions since 2010.

"Todd has led the successful completion and integration of seven
key acquisitions for GlyEco," stated John Lorenz, chairman and CEO
of GlyEco. "His involvement in the development of many of our
company programs, including our sales, marketing, operations, and
regulatory compliance systems, provides a solid foundation for his
new role.  I look forward to working closely with Todd as we begin
to ramp production of recycled refinery-grade glycol."

GlyEco recently received independent third-party lab verification
that confirms the Company's ability to recycle waste glycol, a
hazardous material, to refinery-grade glycol standards.  GlyEco is
branding its Type EG-1 compliant product as GlyEco Certified T1
Recycled Glycol.

Mr. Lorenz continued, "In the U.S. alone, we have a $5 billion
market opportunity with our proprietary technology for producing
refinery-grade recycled glycol.  Our production capacity continues
to increase through ongoing plant upgrades at our network of
facilities, and with commercial quantities already being produced,
I believe GlyEco is positioned for substantial growth in 2014."

Mr. Smith is the brother of Keri Smith, who was elected to the
Company's Board of Directors by the shareholders of the Company on
July 29, 2013.

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended
Dec. 31, 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $15.55 million in total assets, $2.39 million in total
liabilities, $1.17 million in redeemable series AA convertible
preferred stock and $11.98 million total stockholders' equity.

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GOLDKING HOLDINGS: Court Approves Haynes and Boone as Co-Counsel
----------------------------------------------------------------
Goldking Holdings, LLC and its debtor-affiliates sought and
obtained authorization from the Hon. David R. Jones of the U.S.
Bankruptcy Court for the District of Delaware to employ Haynes and
Boone, LLP as co-counsel for the Debtors.

The Debtors require Haynes and Boone to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business, management of their properties
       and the sale of their assets;

   (b) prepare and pursue relief associated with maximizing the
       value of the assets of the Debtors' estate, whether via a
       sale of all assets or through confirmation of a plan after
       approval of a disclosure statement;

   (c) prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports and other legal papers
       seeking relief which, in the Debtors' business judgment, is
       necessary and proper;

   (d) appear in Court and to protect the interests of the Debtors
       before the Court; and

   (e) perform all other legal services for the Debtors which may
       be necessary and proper in these proceedings consistent
       with their status in Chapter 11.

Haynes and Boone will be paid at these hourly rates:

       Charles A. Beckham, Jr., Partner     $875
       Patrick L. Hughes, Partner           $675
       Scott W. Everett, Partner            $625
       Ian T. Peck, Partner                 $610
       Christopher L. Castillo, Associate   $425
       Kenneth J. Rusinko, Paralegal        $270

Haynes and Boone will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Patrick L. Hughes, partner of Haynes and Boone, 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.

Haynes and Boone can be reached at:

       Patrick L. Hughes, Esq.
       HAYNES AND BOONE, LLP
       Lyondell Basell Tower
       1221 McKinney Street, Suite 2100
       Houston, TX 77010
       Tel: (713) 547-2000
       Fax: (713) 547-2600

                      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 was 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 Nod to Employ Young Conaway as Attorneys
----------------------------------------------------------------
Goldking Holdings, LLC and its debtor-affiliates sought and
obtained permission from the Hon. David R. Jones of the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP as attorneys, nunc pro tunc to the
Oct. 30, 2013 petition date.

The Debtors require Young Conaway to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business, management of their properties
       and the sale of their assets;

   (b) prepare and pursue confirmation of a plan and approval of a
       disclosure statement;

   (c) prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports and other legal papers;

   (d) appear in Court and protect the interests of the Debtors
       before the Court; and

   (e) perform all other legal services for the Debtors which may
       be necessary and proper in these proceedings.

Young Conaway will be paid at these hourly rates:

       Robert S. Brady, Partner             $730
       Edmon L. Morton, Partner             $595
       Robert F. Poppiti, Jr. Associate     $355
       Ashley E. Markow, Associate          $285
       Laurel D. Roglen, Associate          $285
       Michelle Smith, Paralegal            $185

Young Conaway will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated as of Oct. 11, 2013.  In accordance
with the engagement agreement, on Oct. 16, 2013, Young Conaway
received a retainer in the amount of $200,000 in connection with
the planning and preparation of the Chapter 11 filings and the
post-petition representation of the Debtors.  After applying a
portion of the retainer to the outstanding balance as of the
petition date, including fees and expenses associated with the
filing of these Chapter 11 cases, Young Conaway continues to hold
a retainer in the amount of $88,044.40 as security for post-
petition services and expenses in connection with these Chapter 11
cases.

Robert S. Brady, partner of Young Conaway, 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.

Young Conaway can be reached at:

       Robert S. Brady, Esq.
       YOUNG CONAWAY STARGATT & TAYLOR, LLP
       Rodney Square, 1000 North King Street
       Wilmington, DE 19801
       Tel: (302) 571-6690
       Fax: (302) 576-3283
       E-mail: rbrady@ycst.com

                      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 was 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: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Goldking Holdings LLC filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              undetermined
  B. Personal Property            $16,170.28
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $11,446,314.53
  E. Creditors Holding
     Unsecured Priority
     Claims                                              0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         38,567.16
                              --------------    -------------
        TOTAL                     $16,170.28   $11,484,881.69


A full-text copy of Goldking's schedules may be accessed for free
at http://is.gd/HIXni6

                      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 was 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.


GREYSTONE LOGISTICS: Incurs $151K Net Loss in Nov. 30 Quarter
-------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission on Jan. 15, 2013, its quarterly report on Form
10-Q for the period ended Nov. 30, 2013.  The Company's limited
personnel and resources have impaired its ability to prepare and
timely file the Quarterly Report.

The Company reported a net loss available to common stockholders
of $150,626 on $4.36 million of sales for the three months ended
Nov. 30, 2013, as compared with net income available to common
stockholders of $2,603 on $5.05 million of sales for the same
period a year ago.

For the six months ended Nov. 30, 2013, the Company reported net
income available to common stockholders of $1.29 million on $10.87
million of sales as compared with net income available to common
stockholders of $834,608 on $12.18 million of sales for the same
period during the prior year.

As of Nov. 30, 2013, the Company had $12.90 million in total
assets, $15.50 million in total liabilities and a $2.60 million
total deficit.

"Greystone's operations have provided positive cash flows for each
of the years beginning in fiscal year 2007 through the six-month
period ended November 30, 2013.  While these positive cash flows
have been beneficial to Greystone's ability to finance its
operations, Greystone will require additional cash to achieve
continued growth and to meet Greystone's contractual obligations.
Greystone continues to explore various options including
refinancing long-term debt and equity financing.   However, there
is no guarantee that Greystone will be able to raise sufficient
capital to meet these obligations," the Company said in the Form
10-Q.

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

                        http://is.gd/LPZ1Nt

                    About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


HARRISBURG, PA: State Wants City Removed From Receiver's Authority
------------------------------------------------------------------
Law360 reported that Pennsylvania officials on Jan. 16 asked a
state court judge to remove the capital city of Harrisburg from
receivership, contending the city is successfully moving forward
on a plan to achieve financial stability.

According to the report, Department of Community and Economic
Development Secretary C. Alan Walker told Commonwealth Court Judge
Bonnie Brigance Leadbetter that the completion of transactions to
monetize the city's incinerator and parking system had pulled the
city out of a state of financial emergency.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HMK MATTRESS: Proposed Repricing No Impact on Moody's 'B3' CFR
--------------------------------------------------------------
Moody's Investors Service said that HMK Mattress Holdings LLC's
proposed repricing of its credit facilities is credit positive but
does not impact the company's B3 Corporate Family Rating or stable
outlook.

Sleepy's, headquartered in Hicksville, NY, is a specialty retailer
of conventional and specialty mattresses, operating approximately
900 stores predominantly in the Northeast and Mid-Atlantic of the
United States. Store banners include Sleepy's and Mattress
Discounters. It also delivers mattresses through its websites
including sleepys.com, 1800mattress.com and mattress.com. The
company provides wholesale fulfillment services for Internet
retail sites such as Walmart.com, amazon.com, sears.com and sells
wholesale to hotels and colleges. Revenues are approximately $1
billion. Sleepy's is family and management owned, and private
equity firm Calera Capital has a minority stake in the company.


ICEWEB INC: Incurs $7.1 Million Net Loss in Fiscal 2013
-------------------------------------------------------
IceWEB, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.10 million on $977,368 of sales for the year ended Sept. 30,
2013, as compared with a net loss of $6.48 million on $2.64
million of sales during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $767,017 in
total assets, $1.13 million in total liabilities, all current, and
a $370,575 total stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company had net losses and net cash used in operating
activities of $7,108,819 and $2,700,609, respectively, for the
year ended Sept. 30, 2013.  The Company also had an accumulated
deficit of $47,921,946 at Sept. 30, 2013.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/4xCul6

                            About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).


LEAR CORPORATION: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family and
Ba2-PD Probability of Default ratings of Lear Corporation (Lear)
and raised the rating outlook to positive from stable. In a
related action Moody's affirmed Lear's other ratings, including
the senior unsecured notes rating at Ba2 and the Speculative Grade
Liquidity Rating at SGL-1.

Ratings affirmed:

Corporate Family Rating, at Ba2;

Probability of Default Rating, at Ba2-PD;

Senior unsecured notes due 2018, at Ba2 (LGD4 60%);

Senior unsecured notes due 2020, at Ba2 (LGD4 60%);;

Senior unsecured notes due 2023, at Ba2 (LGD4 60%);

Speculative Grade Liquidity Rating, at SGL-1

Ratings Rationale

Lear's affirmation and positive rating outlook incorporate Moody's
belief that the company should demonstrate continued free cash
flow generation and some further margin improvement over the
intermediate-term even as the growth in North American auto sales
begins to level off. The positive rating outlook is also supported
by Lear's strong credit metrics with Debt/EBITDA of 1.9x
(inclusive of Moody's standard adjustments) for the LTM period
ending September 28, 2013 and EBITA/Interest of 6.5x. These
metrics are supportive of higher ratings, yet the rating action
balances these strengths against the company's moderate margin
level and recent shareholder return initiatives.

Lear's EBITA margins of 4.9% for the LTM period ending September
28, 2013 (inclusive of Moody's standard adjustments) continues to
lag other similarly rated companies. This result captures a
divergent trend between Lear's seating business which offers lower
margins and represents about 74% of revenues for year-to-date
September 28, 2013, and the electrical power management systems
("EPMS") which accounts for about 26% of revenues and offers
higher margins. While revenues in both business segments have
exhibited growth over recent years, the seating business' profit
margins have been adversely impacted by launch costs on new
business, ongoing customer price reductions, and restructuring
actions in certain geographic regions. The positive outlook
reflects management's expectation that profit margins will improve
in the seating business to the high 5% range by year-end 2014,
reflecting improving performance and lower new platform launch
costs.

Lear's free cash flow generation and strong capital base have
supported high levels shareholder friendly activities over the
past year, including dividend payments and an accelerated share
repurchase program, while also supporting capital reinvestment in
its business units. The company has faced pressures from activist
investors and a standstill agreement with one group expires in
December of 2014. As North American automotive growth trends taper
off, Lear's ability to continue to support shareholder return
initiatives while sustaining financial metrics and a strong
capital structure will be important considerations in any
potential for a higher rating.

The SGL-1 Speculative Grade Liquidity Rating continues to indicate
the expectation of a very good liquidity profile over the next
twelve months supported by strong cash balances, positive free
cash flow generation, and availability under the proposed
revolving credit facility. As of September 28, 2013, Lear
maintained approximately $0.9 billion of cash and cash
equivalents. Liquidity is also supported by a $1 billion revolving
credit facility maturing in 2018 which was unfunded as of
September 28, 2013. Financial covenants under the revolving credit
facility include a debt leverage test and an interest coverage
test both of which are expected to have ample headroom over the
next twelve months. Moody's anticipates that Lear will generate
positive free cash flow over the next twelve months, consistent
with the company' recent performance. Lear's liquidity profile
should support the existing the $750 million remaining amount
under the company's share repurchase program if executed on a
measured pace consistent with historical trends. More aggressive
shareholder return initiatives could utilize liquidity and
constrain upside in the rating.

Future events that have the potential to drive Lear's rating
higher include: increasing EBITA margins approaching 6%,
sustaining Debt/EBITDA under 2.0x and EBIT/Interest coverage,
inclusive of restructuring charges, over 4.5x. These metrics
incorporate executing organic and acquisitive growth initiatives
and executing balanced shareholder return policies.

Future events that have the potential to drive Lear's outlook or
rating lower include acquisitions or shareholder return
initiatives that are transacted in a more aggressive fashion than
has been demonstrated by the company; or an inability to adapt its
cost structure to any deterioration in global automotive demand
resulting in erosion of margins or cash flow. Lear's outlook or
rating could be lowered if EBITA margins approach 4%,
EBITA/Interest approaches 4x, or Debt/EBITDA increases to over
2.5x.

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

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $15.3
billion for the LTM period ending September 29, 2013.


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: Manager Doesn't Recall Why Ergen Bought Debt
--------------------------------------------------------------
Nick Brown, writing for Reuters, reported that a hedge fund
manager who handled debt purchases at the center of a trial over
the bankruptcy of LightSquared said on Jan. 15 he did not recall
whether Dish Network Corp Chairman Charles Ergen was buying the
debt to influence the bankruptcy.

According to the report, Stephen Ketchum, the head of Sound Point
Capital, also testified that he could not recall how badly Ergen
wanted the debt of the wireless communications company, apparently
contradicting an earlier deposition and drawing a reminder from
the judge that he was under oath.

Ergen's motivation for buying LightSquared's debt is central to
the trial, which is taking place in the U.S. bankruptcy court in
Manhattan, the report related.  LightSquared and its owner,
Harbinger Capital Partners, accuse Ergen of improperly buying the
debt as a way for Dish to take control of LightSquared's wireless
broadband rights. Ergen has said he was buying the debt for his
own purposes.

LightSquared has alleged that Ergen hid his identity as the
purchaser to get around a provision in LightSquared's debt
agreements banning competitors such as Dish from acquiring its
debt, the report said.

In court on Jan. 15, the fourth day of the trial, Ketchum said
several times that he did not recall the answers to questions, the
report further related.

                      About LightSquared Inc.

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

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

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

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


LOCATION BASED TECHNOLOGIES: Incurs $1MM Net Loss in Nov. 30 Qtr.
-----------------------------------------------------------------
Location Based Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.04 million on $408,804 of total net
revenue for the three months ended Nov. 30, 2013, as compared with
a net loss of $3.42 million on $208,555 of total net revenue for
the same period a year ago.

The Company's balance sheet at Nov. 30, 2013, showed $2.83 million
in total assets, $10.27 million in total liabilities and a $7.43
million total stockholders' deficit.

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

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

                        Bankruptcy Warning

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

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


LONGVIEW POWER: Judge Won't Order Mediation in Contractor Fight
---------------------------------------------------------------
Law360 reported that the Delaware bankruptcy judge presiding over
coal plant operator Longview Power LLC's case said on Jan. 15 that
he won't order mediation in the dispute with several contractors
over nearly $360 million in mechanics liens in part because not
all of the parties have indicated support for the process.

According to the report, during a status conference in the case,
U.S. Bankruptcy Judge Brendan L. Shannon said that although he has
"a lot of affection" for the mediation process, he was unsure how
useful it would be in this instance.

As previously reported by The Troubled Company Reporter, the
Debtors asked Judge Shannon to appoint Judge Kevin Gross to serve
as mediator in the Debtors' dispute with contractors Foster
Wheeler North America Corporation, Siemens Energy, Inc., and
Kvaerner North American Construction, Inc.

In a letter dated Jan. 12, the Debtors told Judge Shannon that
they continue to believe strongly in the strength of their legal
positions and are prepared to litigate their case against the
Contractions to conclusion.  However, as fiduciaries, the Debtors
believe they must pursue all paths to bring their Chapter 11 cases
to a successful close.

Ray C. Schrock, P.C., Esq., at Kirkland & Ellis LLP, in New York,
as counsel to the Debtors, related that the Debtors took the
liberty to contact Judge Gross to put the pieces for a structured
mediation in place, and Judge Gross is willing to serve as a
mediator should the Court appoint him.

Mr. Schrock also said it is extremely important to have an agreed
mediation structure to give the Debtors the best chance to confirm
their Chapter 11 plan while giving parties ample opportunity to
prepare for the hearing on claims estimation and a contested
confirmation hearing should mediation fail.  Accordingly, the
Debtors would request appointment of a mediator through Feb. 1,
2014, which is shortly after the plan confirmation objection
deadline but sufficiently in advance of both the hearing to
estimate claims which must begin on or prior to Feb. 7, and the
confirmation hearing set for Feb. 10.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that Longview filed a lawsuit in U.S. Bankruptcy Court in
Delaware to cut back on the $370 million that the contractors
claim as covered by their mechanics' liens.  Longview also filed
pleadings asking the bankruptcy judge to estimate the contractors'
claims at zero.  The reorganization plan in substance depends on
the elimination of the contractors' claims.

Foster Wheeler, Mr. Rochelle noted, said it has "reservations"
about mediation.  Siemens opposes mediation, saying disputes
instead should be resolved in a pre-existing arbitration, Mr.
Rochelle further noted.  Siemens said it doesn't believe a
"rushed" mediation would be productive, given how the subject
matter concerns "construction-law disputes," Mr. Rochelle added.

                     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.


LYONDELL CHEMICAL: Ruling in LBO Suit Heightens Shareholder Risk
----------------------------------------------------------------
Nick Brown, writing for Reuters, reported that a U.S. bankruptcy
judge on Jan. 14 partly upheld efforts by creditors of the former
Lyondell Chemical Co to reclaim money from its shareholders, in a
ruling that could help resolve the murky issue of how far
shareholder protections extend when companies go bankrupt.

According to the report, U.S. Bankruptcy Judge Robert Gerber in
New York dismissed one fraud claim against shareholders in the
$6.3 billion lawsuit, but allowed another one to proceed. He also
said the creditors, who are represented by a trust, could replead
the dismissed count, keeping the lawsuit alive.

More critically, Judge Gerber's decision denied a portion of the
shareholders' bid to dismiss the lawsuit in which they argued that
so-called "safe harbor" protections afforded to shareholders under
bankruptcy laws also apply under state laws, the report related.

Under federal bankruptcy laws, safe harbor provisions protect
certain securities transactions, including payments to
shareholders, from being unwound by representatives of a bankrupt
company's estate, the report said.

Judge Gerber's ruling fails to settle the question of far those
protections extend, the report noted.  A federal judge in a case
arising out of SemGroup's bankruptcy said safe harbors preempt
state law claims, while another found the opposite in the
bankruptcy of Tribune Co. Those cases have been appealed to the
2nd U.S. Circuit Court of Appeals.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Judge Gerber surveyed occasions when a federal law takes
precedence over a state statute without saying so directly.  He
found that those conditions weren't met in the Lyondell case.

The largest single part of Judge Gerber's decision was devoted to
explaining why he wouldn't follow Judge Rakoff's SemGroup opinion,
Mr. Rochelle noted.  He began by noting that SemGroup involved
swaps, not a fraudulent transfer asserted under state law.

Mr. Rochelle said Judge Gerber saw Lyondell as factually
different.  In SemGroup, two suits were being prosecuted by one
trust. In Lyondell, there were two trusts, with the suit in
question prosecuted by a trust that holds only creditors' claims.
Judge Gerber recognized there is nevertheless disagreement among
judges as to whether Section 546 still applies.

Peg Brickley, writing for Daily Bankruptcy Review, reported that
cashing in on leveraged buyouts got a little riskier last week
when a New York bankruptcy judge weighed in on the side of the
former Lyondell Chemical's creditors in a lawsuit against former
shareholders.

The case is Weisfelner v. Fund 1 (In re Lyondell Chemical Co.),
10-ap-4609, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MERGERMARKET GROUP: S&P Assigns Prelim. 'B' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' long-term corporate credit rating to global
financial data service provider MergerMarket USA, Inc.
(Mergermarket Group).  The outlook is stable.

At the same time, S&P assigned a preliminary issue rating of 'B'
to the proposed USD equivalent GBP150 million first lien term loan
and to a $40 million equivalent, multiple currency, five-year
revolving credit facility (RCF).  The preliminary recovery rating
on these loans is '3', reflecting S&P's expectation of average
(50%-70%) recovery in the event of a payment default.

In addition, S&P assigned a preliminary issue rating of 'CCC+' to
the proposed GBP70 million second lien term loan.  The preliminary
recovery rating on this loan is '6', reflecting S&P's expectation
of negligible (0%-10%) recovery in the event of a payment default.

The preliminary ratings are subject to S&P's receipt and review of
the final versions of the documentation and to the closing of the
proposed refinancing, which S&P understands will occur in the next
few weeks.

The preliminary ratings on Mergermarket Group primarily reflect
S&P's view of the group's financial risk profile as "highly
leveraged," as S&P's criteria define the term, owing to its
proposed leveraged capital structure and ownership by the private
equity firm BC Partners.  Following the acquisition of
Mergermarket Group by BC Partners from Pearson PLC for GBP372
million, the group's Standard & Poor's-adjusted debt is likely to
include GBP220 million of term loans and over GBP171 million of
payment-in-kind (PIK) shareholder loans.

Mitigating the group's highly leveraged capital structure is S&P's
assessment of its liquidity as "adequate."  This assessment is
supported by Mergermarket Group's lack of material debt
amortization requirements, limited capital expenditure (capex),
and limited working capital needs.  S&P believes that positive
free operating cash flows will enable the group to gradually
reduce its debt through ongoing cash sweeps.  That said, this is
unlikely to meaningfully reduce the group's total adjusted
leverage because of the PIK nature of the shareholder loans, which
S&P treats as debt.

"We assess Mergermarket Group's business risk profile as "weak,"
reflecting its small scale, which leaves it vulnerable to changes
in the competitive landscape, and its reliance on two key
products, Mergermarket and Debtwire, which account for
approximately two-thirds of invoiced sales.  On the positive side,
we also incorporate the firm's market leadership in the niche
markets of merger and acquisition (M&A) news, credit news, and
intelligence services.  The group's niche focus means that they
have limited direct competition globally.  Mergermarket Group also
benefits from a loyal customer base operating in different
segments of the financial services industry, with renewal rates of
over 95%.  We anticipate that Mergermarket should continue to post
moderate revenue and EBITDA growth over the next few years, based
on growth of its global subscriber base.  We also consider that
the specialized nature of Mergermarket's offerings will somewhat
guard it from direct competition from larger players in the global
financial data and analytics market," S&P said.

S&P's base-case operating scenario for Mergermarket Group assumes:

   -- Mid-to-high single-digit top-line growth, based on growing
      subscriber base;

   -- EBITDA growth fuelled by operating efficiencies and top-
      line growth, which, combined with moderate capex, will
      result in positive free operating cash flow; and

   -- Excess cash will be used to pay down the first lien term
      loan.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- Standard & Poor's-adjusted debt to EBITDA in excess of 12x
      following the transaction.  Excluding the shareholder loan,
      Mergermarket Group's adjusted leverage ratio would be about
      6.5x, according to its projections; and

   -- EBITDA cash interest coverage at more than 2.2x in
      financial-year 2014.

S&P assess Mergermarket Group's liquidity as "adequate," as its
criteria define this term, reflecting S&P's view that the group's
sources of liquidity will cover its uses by more than 1.2x on
completion of the transaction.  For the financial year ending
Dec. 31, 2014, S&P anticipates sources of liquidity of in
excess of GBP35 million, including:

   -- Funds from operations (on an unadjusted basis and excluding
      noncash interest) of around 12.5 million;

   -- $40 million of undrawn bank lines; and

   -- Low level of positive working capital inflows.

In the absence of contractual debt amortization, liquidity uses in
financial 2014 will mostly comprise:

   -- Capex, which management estimates at 1.2 million; and

   -- Other uses including management bonuses, separation costs,
      and acquisition-related payments amounting to about
      GBP9 million.

Mergermarket Group has no covenants except the first lien net
leverage ratio of 6x, tested only when the company has drawn more
than $10 million of the revolving credit facility.  There should
be ample headroom under this covenant as the first lien leverage
is just over 4x.

The stable outlook mainly reflects S&P's view that Mergermarket
Group should continue to post moderate revenue and EBITDA growth
over the next few years, based on its business model's favorable
dynamics.  S&P assumes that the competitive landscape will not
change materially and that the group will maintain "adequate"
liquidity.  S&P believes that positive free operating cash flows
will enable the group to gradually reduce its debt through ongoing
cash sweeps.  That said, this is unlikely to meaningfully reduce
total adjusted leverage due to the PIK nature of the shareholder
loans.

S&P could lower the ratings if Mergermarket Group does not grow
revenue and EBITDA or increases its spending, leading to negative
free cash flow or weakened liquidity.  Specifically, S&P could
lower the ratings if EBITDA cash interest coverage drops to less
than 1.5x.  More direct and persistent competition from larger
players in the global financial data and analytics market could
also cause S&P to lower its assessment of the group's business
risk profile, potentially leading to a downgrade.

Currently, S&P sees the likelihood of an upgrade as limited
because of Mergermarket Group's highly leveraged capital structure
and S&P's expectation that adjusted total leverage (including
shareholder loans) will remain high.  In addition, S&P already
factors a certain amount of revenue growth into its base-case
scenario for the group.


MOBILESMITH INC: Sells Additional $330,000 Convertible Note
-----------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$330,000 to a current noteholder.  The Company is obligated to pay
interest on the New Note at an annualized rate of 8 percent
payable in quarterly installments commencing April 13, 2014.  As
with the Existing Notes, the Company is not permitted to prepay
the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                        About MobileSmith Inc.

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

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

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


MOORE FREIGHT: BB&TC, Wallwork Drop Objection to Plan Confirmation
------------------------------------------------------------------
Branch Banking and Trust Co. and Wallwork Financial Corp. dropped
their objections to the confirmation of Moore Freight Service,
Inc.'s proposed Chapter 11 plan of reorganization.

Branch Banking dropped its objection after Moore Freight agreed to
revise the restructuring plan to resolve its objection.  The
withdrawal relates only to the bank's Class 6.3 claim objection
and not its objections to other Class 6 claims provisions.

The proposed restructuring plan for Moore Freight and its
affiliated debtors contemplates the continuation of their
business, payment in full of allowed secured claims and a fair
distribution to unsecured creditors, which they believe far
exceeds the amount unsecured creditors would receive in the event
of a Chapter 7 liquidation.

Each holder of an allowed unsecured claim in Class 35 will receive
its pro rata share of (i) $80,000 on the effective date of the
plan; (ii) $600,000, payable in installments of $50,000 each on
July 1 and November 1 of each calendar year beginning in 2014; and
(iii) one-third of any additional recovery from Pilot Flying J.
Dan Moore and Judith Moore will retain all of their ownership
interests in the companies as consideration for the existing and
continuing personal guaranties of several of the companies'
obligations.

The ownership interests of SJ Strategic Investments LLC and Norene
Nichols (or her heirs) in Moore Freight will be terminated upon
confirmation, unless on or before the confirmation date, these
remaining equity security holders contribute capital to Moore
Freight in a pro rata amount equal to the total debt guaranteed by
Dan Moore and Judith Moore, which amounts will be used to fund
payments provided for in the plan.

According to the amended disclosure statement, the cash on hand as
of the petition date, and cash generated from the operation of
business after the petition date will be sufficient to make all
payments due on the effective date. Cash generated from the
operation of business after the effective date, after service of
exit financing, will generate sufficient cash flow to make all
payments due under the plan.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner, P.C., serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.

On Sept. 17, 2013, the Court approved Moore Freight Service, Inc.,
et al.'s Amended Disclosure Statement describing the Debtors'
Amended Plan of Reorganization dated Sept. 16, 2013.

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.


NEW SBARRO: Moody's Lowers Corp. Family Rating to to 'Ca'
---------------------------------------------------------
Moody's Investors Service downgraded New Sbarro Intermediate
Holdings, Inc.'s debt ratings, including the Probability of
Default Rating to Caa3-PD from Caa1-PD and Corporate Family Rating
to Ca from Caa1. At the same time, Moody's lowered the company's
secured first-out term loans to Caa2 (LGD3, 30%) from B1 (LGD 2,
12%) and second-out term loan to Ca (LGD5, 74%) from Caa1 (LGD 4,
50%). The ratings outlook was changed to negative from stable.

Ratings downgraded

-- Corporate Family Rating to Ca from Caa1;

-- Probability of Default Rating to Caa3-PD from Caa1-PD;

-- Secured first-out term loan due 2016 to Caa2 (LGD3, 30%)
   from B1 (LGD 2, 12%);

-- Secured first-out rollover term loan due 2016 Caa2 (LGD3, 30%)
   from B1 (LGD 2, 12%);

-- Secured second-out rollover term loan due 2016 to Ca (LGD5,
   74%) from Caa1 (LGD 4, 50%)

Ratings Rationale

The downgrade of Sbarro's Probability of Default rating to Caa3-PD
reflects the increased probability of default stemming from
persistently weak operating performance, weak credit metrics and a
deterioration in liquidity. At these performance levels, Sbarro's
capital structure is unsustainable and the potential for a payment
default over the near term is high.

Sbarro's revenue and earnings continue to decline due to negative
customer traffic and high food, labor and occupancy costs. When
coupled with high debt levels, credit metrics are very weak, with
lease-adjusted debt/EBITDA around 9.0 times and EBITA/interest
expense near zero. Liquidity is weak due to negative free cash
flow and, as of November 24, 2013, very limited excess undrawn
capacity under its new money committed term loan. As of November
24, the company had borrowed $15 million of the $17.5 million that
was initially available under this facility, leaving limited
availability to fund future cash shortfalls. Sbarro's cash flow is
seasonal due to its reliance on shopping mall traffic patterns in
the fourth quarter, which saw significant weakness during the 2013
holiday season. Cash flow is typically negative in the first three
quarters of the year.

The Caa2 ratings assigned to the first-out term loans reflect the
priority repayment position with regards to voluntary pre-payments
and proceeds from asset sales and debt issuances. The Ca rating on
the second-out term loan reflects the junior position to the
first-out term loans. These debt instrument ratings, along with
the Ca Corporate Family Rating, reflect Moody's expectation for a
below average recovery in a default scenario.

The negative outlook reflects Moody's expectation that weak
liquidity, continued soft consumer spending, cost inflation, and
significant competition in the pizza segment of the restaurant
industry will likely continue to limit the company's ability to
improve its operations and service its debt over the next twelve
months.

Ratings could be downgraded if the company's performance and
liquidity further deteriorate, leading to an increased probability
of default. A rating upgrade is unlikely over the near term due to
the company's weak operating performance and liquidity position.
Over the longer term, a higher rating would require Sbarro to
improve liquidity by generating positive free cash flow while
demonstrating improvement in operating performance, same store
sales and debt protection metrics.

Headquartered in Melville, NY, New Sbarro Intermediate Holdings,
Inc. ("Sbarro") is a quick service restaurant (QSR) company that
serves Italian specialty foods. Through its operating
subsidiaries, Sbarro operates 413 company-owned restaurants and
franchises 657. Annual revenues are approximately $290 million.


NORTHERN BEEF: Asks Court to Approve Amended White Oak Agreement
----------------------------------------------------------------
Northern Beef Packers Limited Partnership asked U.S. Bankruptcy
Judge Charles Nail, Jr. to approve the latest changes to the
agreement with White Oak Global Advisors, LLC.

The revised agreement authorizes Northern Beef to borrow $537,026
in additional financing to cover expenses pending the closing of
the sale of its operating assets to White Oak Global.

White Oak Global, which offered to buy the assets for more than
$44.3 million, emerged as the winning bidder at the auction held
last month.

Under the deal, New Angus LLC, an affiliate of White Oak, will
provide the loan "on an unsecured, superpriority basis."  The
financing commitment will terminate by the end of the month.

In return, Northern Beef will assign to White Oak and New Angus
any rights to refunds of amounts paid out of funds advanced under
the original or the revised agreement.

A court hearing is scheduled for Jan. 23.

                  About Northern Beef Packers LP

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.

White Oak Global Advisors, LLC, is providing postpetition
financing.  White Oak has extended a $47 million credit bid for
the Debtor's assets.  White Oak is the Debtor's largest secured
creditor as of July 19, 2013, the petition date, with a disputed
claim of over $64 million.


OCEANSIDE MILE: Balks at First Citizens' Bid for Stay Relief
------------------------------------------------------------
Oceanside Mile LLC asks the U.S. Bankruptcy Court for the Central
District of California to deny First Citizens Bank & Trust
Company's amended motion for relief from the automatic stay.

Oceanside Mile also asks the Court to permit it to proceed with
its Plan of Reorganization.

Concurrent with the opposition, the Debtor filed a Disclosure
Statement and Plan of Reorganization.  The Plan provides for a new
value contribution of $2,000,000, the majority of which will be
used to pay down the $6,125,000 owed to First Citizens.

According to the Debtor, First Citizens, a holder of deed of
trust, failed to serve the Debtor with its original motion for
stay relief and the amended motion -- a clear violation of
procedural rule.  The Debtor also said the bank denied the Debtor
its due process rights, raising the questions of whether or not
the Court even has jurisdiction to hear the amended motion.

Additionally, First Citizens also failed to serve the 20 largest
unsecured creditors the notice of the amended motion.

First Citizens filed papers in court defending its request.  First
Citizens asserts the stay should be lifted because, among other
things:

   1. First Citizens' interest in the property located in
      1159 Hillsboro Mile Hillsboro Beach, Florida, is not
      adequately protected;

   2. the Debtor's Bankruptcy case was filed in bad faith to
      delay, hinder and defraud First Citizens; and

   3. the Debtor has no equity in the property.

                      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: Court Approves Sale of Assets to Toshiba
--------------------------------------------------------
OCZ Technology Group, Inc. on Jan. 17 disclosed that the Company
received approval by the United States Bankruptcy Court for the
District of Delaware to sell substantially all of its assets to
Toshiba Corporation.  The transaction is expected to close within
this week, subject to the satisfaction or waiver of other
customary closing conditions under the Asset Purchase Agreement.
With this asset purchase, the popular OCZ SSD brand supporting a
complete portfolio of enterprise and consumer drives continues in
full force leveraged by Toshiba's financial strength and its
portfolio of NAND flash memory.

"We are pleased by the court's approval as this business
combination allows the company to continue to bring to market
disruptive solid state storage technology.  We are appreciative of
all the support provided by our shareholders, creditors, and
vendors which allowed this combination to occur," said
Ralph Schmitt, CEO for OCZ Technology.  "The OCZ team is excited
to be a part of an innovative company like Toshiba where we can
continue to develop new and unique SSD technologies that position
the Company as a solid state solutions leader in both the client
and enterprise storage markets."

The Company is also in the process of going through a bidding
procedure for the power management business and expects to close a
transaction within the next few weeks.  More information regarding
the acquisition of its SSD assets and the transition to a Toshiba
company will be forthcoming in the future.

                             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.


OGX PETROLEO: Minority Bondholders to Battle Bankruptcy Plan
------------------------------------------------------------
Law360 reported that minority bondholders of OGX Petroleo e Gas
Participacoes SA, the large Brazilian oil firm that went bankrupt
in October, are preparing to fight the company's proposal to exit
insolvency proceedings that they say leaves them high and dry, an
attorney said on Jan. 17.

According to the report, in December, OGX released the terms of a
plan that, if approved by a court, would allow it to eliminate
most of its debt and reorganize the company. Under the proposed
terms, OGX's creditors would convert approximately $5.8 billion in
pre-petition debt into equity.

Luciana Magalhaes, writing for Daily Bankruptcy Review, reported
that the group of bondholders of OGX, which is now known as Oleo e
Gas Participacoes SA, say they were left out of the oil company's
restructuring talks.

                         About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.


OLD SECOND: To Release Fourth Quarter Results on January 22
-----------------------------------------------------------
Old Second Bancorp, Inc., will release financial results for the
fourth quarter of 2013 after the market closes on Jan. 22, 2014.

The Company will also host an earnings call on Thursday, Jan. 23,
2014, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).
Investors may listen to the Company's earnings call via telephone
by dialing 877-407-8035.  Investors should call in to the dial-in
number set forth above at least 10 minutes prior to the scheduled
start of the call.

A replay of the earnings call will be available until 12:00 p.m.
Eastern Time (11:00 a.m. Central Time) on Feb. 26, 2014, by
dialing 877-660-6853, using Conference ID #: 13574720.

                         About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012 as compared with a net loss available to
common stockholders of $11.22 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.03 billion in total
assets, $1.89 billion in total liabilities and $142.03 million in
total stockholders' equity.


ORMET CORP: Interim Wind Down Plan Approved
-------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware issued a fourth interim order approving Ormet
Corporation, et al.'s request to wind down their businesses and
for protections for certain employees implement the wind down, (b)
to modify employee benefit plans consistent with the wind down
plan and (c) to take any and all actions necessary to implement
the wind down plan.

The order states," The Debtors have established sound business
justifications for further approval of the Interim Winddown Plan,
including compliance with the Budget. Further approval of the
Interim Winddown Plan and the consummation thereof at this time is
in the best interests of the Debtors, their creditor bodies and
their estates."

The Debtors are authorized to make payments through and including
Feb. 20, 2014, in the implementation of the Interim Windown Plan.

The Court scheduled a Feb. 20 hearing to further consider the
motion.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


OVERSEAS SHIPHOLDING: Feb. 3 Hearing on Incentive Program
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 3, 2014, at 2:00 p.m., to consider
Overseas Shipholding Group, Inc., et al.'s motion to approve a
proposed transitional incentive program for non-executive
employees.  Objections, if any, are due Jan. 27, at 4 p.m.

The Debtors related that they have determined to restructure and
streamline their international operations by outsourcing
commercial and technical management of roughly 33 petroleum and
product tankers trading worldwide.  The Debtor OSG International,
Inc., together with certain of its direct and indirect
subsidiaries and affiliates, both Debtors and non-Debtors,
currently employs 246 employees to oversee the operations,
including employees in OSG's corporate office functions.

The Transition NEIP is a broad-based plan intended to offer
compensation incentives to substantially all of the non-executive
Transitional Employees, anticipated to number approximately 210 in
total upon their achievement of specific objectives related to the
operations and restructuring of the International SBU.

The Debtors have excluded executive officers and employees who
will remain with the International SBU from participation in the
Transition NEIP.  Further, as the outsourcing does not involve
U.S. Flag operations, no U.S. Flag employees are implicated by the
Transition NEIP.

                    About Overseas Shipholding

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

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

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

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


PEM THISTLE: Section 341(a) Meeting Scheduled for Today
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in the Chapter 11 cases of PEM Thistle Landing TIC 23, LLC, today,
Jan. 21, 2014, at 11:00 a.m.  The meeting will be held at J. Caleb
Boggs Federal Building, 844 King St., Room 5209, Wilmington,
Delaware.

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

The docket and the petition state that Kevin Scott Mann, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware, serves as local
counsel.  The board resolution authorizing the bankruptcy filing
says that the Debtor is authorized to hire the law firm of
Freeborn & Peters LLP as general bankruptcy counsel.

Judge Kevin Gross presides over the case.


PEM THISTLE: Cross & Simon Approved as Local Delaware Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
PEM Thistle Landing TIC 23, LLC, to employ Cross & Simon, LLC as
local Delaware counsel, effective as of Dec. 17, 2013.

As reported in the Troubled Company Reporter on Jan. 2, 2014,
C&S's current hourly rates for work of this nature are:

   Partners and Counsel                     $475
   Associates                               $340 to $395
   Paraprofessionals                        $180

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

Christopher P. Simon, Esq., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Simon discloses that C&S
received $10,000 on Dec. 16, 2013, as retainer for legal services.

                         About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, serves as local counsel.  The board resolution
authorizing the bankruptcy filing says the Debtor is authorized to
hire the law firm of Freeborn & Peters LLP as general bankruptcy
counsel.

Judge Kevin Gross presides over the case.


PEM THISTLE: Feb. 3 Hearing on Motion to Use Cash Collateral
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Feb. 3, 2014, at
9:00 a.m., to consider PEM Thistle Landing TIC 23, LLC's motion
for a final order authorizing the use of cash collateral in which
DOF IV REIT Holdings, LLC, asserts an interest.  Objections, if
any, are due Jan. 24.

On Jan. 16, the Court authorized, on an interim basis, the Debtor
though the property manager, Kalee Investments, Inc., to use of
cash collateral until Feb. 28, 2014.  The property manager will
use the cash collateral to pay expenses of the property, subject
to a variance of up to 10 percent.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens on all property; and the Debtor will also maintain insurance
on the property.

DOF IV has agreed to the property manager's use of cash collateral
for the limited a two-month period.

Pursuant to the Prepetition Loan Documents, DOF IV is owed no less
than $38.9 million.

                         About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, serves as local counsel.  The board resolution
authorizing the bankruptcy filing says that the Debtor is
authorized to hire the law firm of Freeborn & Peters LLP as
general bankruptcy counsel.

Judge Kevin Gross presides over the case.


PEM THISTLE: Freeborn & Peters Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
PEM Thistle Landing TIC 23, LLC, to employ Freeborn & Peters LLC
as bankruptcy counsel.

As reported in the Troubled Company Reporter on Jan. 2, 2014,
F&P's billing rates for attorneys expected to work on the case
range from $240 to $585 per hour.  Time devoted by paralegal
professionals will be billed at $190 to $245 per hour.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates are:

   Thomas R. Fawkes, Esq.                      $505
   Devon J. Eggert, Esq.                       $335
   Brian J. Jackiw, Esq.                       $285
   Jacqueline E. Hazdra, paralegal             $190

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

Mr. Fawkes assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  F&P has received an advance payment
retainer in the amount of $30,000 for certain of its services
performed in preparation of the Debtors' Chapter 11 cases.

                         About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, serves as local counsel.  The board resolution
authorizing the bankruptcy filing says that the Debtor is
authorized to hire the law firm of Freeborn & Peters LLP as
general bankruptcy counsel.

Judge Kevin Gross presides over the case.


PHOENIX COS: Bondholders Have Until March 7 to Cure Waiver
----------------------------------------------------------
The Phoenix Companies, Inc. on Jan. 17 announced an unaudited
estimated pre-tax decrease of $250 million to total stockholders'
equity reported at June 30, 2012 as a result of its previously
announced GAAP restatement.  The decrease was primarily driven by
a GAAP accounting requirement that the company record additional
universal life (UL) reserves over the restatement period to cover
expected losses that otherwise would have been recorded in future
periods.

The unaudited estimated impact of the correction of errors on
income (loss) from continuing operations before taxes for the
years ended 2010 and 2011 and the first half of 2012 was $(71)
million, $(53) million and $(40) million, respectively.

Phoenix said it expects to file its 2012 Form 10-K with the
Securities and Exchange Commission (SEC) by March 31, 2014 and
become a timely SEC filer with the filing of its second quarter
2014 Form 10-Q.  The company also provided other updates related
to the restatement, including its application to the New York
Stock Exchange (NYSE) for another listing extension and plans to
commence another bondholder consent solicitation.

In addition, Phoenix said it has not identified any material prior
period adjustments that will be reflected in its principal
operating subsidiary's fourth quarter 2013 statutory financial
statements as a result of the GAAP restatement.

"We are approaching completion of the GAAP restatement, have sized
the restatement's pre-tax impact for the market and established
dates to file our delayed financial statements," said James D.
Wehr, president and chief executive officer.

"The magnitude of the pre-tax impact on stockholders' equity was
primarily driven by a reserve accounting error we identified late
in the restatement process.  While it impacted previously reported
GAAP results, this accounting error did not affect previously
reported statutory results.  We believe Phoenix's financial
position, including capital and liquidity, remains strong, and we
will continue fulfilling long-term promises to our policyholders
just as we have for over 160 years," Mr. Wehr said.

"We are dedicating significant resources to completing the
restatement and becoming a timely filer and are committed to
meeting our dates.  While this is an aggressive timetable, we know
how important it is to provide current GAAP financial information
to the market," Mr. Wehr said.  "We appreciate the patience of all
our stakeholders during a complex and lengthy process and are now
moving forward."

UPDATE ON IMPACT OF RESTATEMENT ON STATUTORY FINANCIAL RESULTS

Phoenix has continued to file unaudited quarterly and annual
statutory financial statements with state insurance regulators on
time.  Phoenix expects to file its year-end 2013 unaudited
statutory financial statements for its principal operating
subsidiary, Phoenix Life Insurance Company (PLIC), and other
insurance subsidiaries with state insurance regulators by the
March 1, 2014 filing deadline.

Phoenix previously disclosed that PLIC made $(28.0) million of net
prior period adjustments to its statutory financial statements
during the nine months ended Sept. 30, 2013 as a result of the
GAAP restatement process and statutory and GAAP audits.  Phoenix
has not identified any material prior period adjustments that will
be reflected in the fourth quarter 2013 statutory financial
statements of PLIC as a result of the GAAP restatement.

ADDITIONAL RESTATEMENT UPDATES

NYSE Listing

On Jan. 14, 2014, Phoenix applied for an additional extension for
continued listing and trading of the company's common stock on the
NYSE.  On Sept. 27, 2013, Phoenix received an extension providing
an additional trading period up to Jan. 31, 2014, during which it
can file its 2012 Form 10-K with the SEC.  At that time, the NYSE
said it may grant an additional extension up to April 3, 2014.

Bondholder Solicitation

Phoenix said it will seek the consent of bondholders holding the
majority in principal amount of its 7.45% Quarterly Interest Bonds
Due 2032 to amend the indenture governing the bonds.

The amendment to the terms of the indenture would allow Phoenix to
extend the date to become a current filer to March 16, 2015, the
filing deadline for the 2014 Form 10-K.

Within the next 10 days, Phoenix plans to make available to its
bondholders a Consent Solicitation Statement and begin outreach to
the bondholders for consent to the amendment.

Phoenix previously obtained waivers from bondholders giving it
additional time to provide required SEC filings to the bond
trustee.  The current waiver established a year-end 2013 deadline
for being a current filer, which must be cured or waived by the
bondholders by March 7, 2014 to avoid a default.

Phoenix's 7.45% Quarterly Interest Bonds are a retail note issued
in 2001 with approximately $253 million outstanding and are traded
on the NYSE under the symbol "PFX."

BACKGROUND ON RESTATEMENT

On Nov. 7, 2012, management concluded it should restate previously
issued audited financial statements for the years ended Dec. 31,
2011, 2010 and 2009 included in the company's 2011 Form 10-K, and
the unaudited financial statements for the first, second and third
quarters of 2011 and the first and second quarters of 2012
included in the company's Quarterly Reports on Form 10-Q.  Phoenix
has not yet filed with the SEC its third quarter 2012 Form 10-Q
and its subsequent periodic reports.

The 2012 Form 10-K will contain audited financial statements for
the years ended Dec. 31, 2012, 2011 and 2010 and interim unaudited
financial statements for each quarter during 2012 and 2011.  It
also will restate and correct selected financial data for each of
the years ended Dec. 31, 2011, 2010, 2009 and 2008.

UPDATE ON HOLDING COMPANY LIQUIDITY

Phoenix reported $166.8 million in holding company cash and
unaffiliated securities as of Dec. 31, 2013 after taking into
account the net impact of the following fourth quarter 2013
actions:

The capital provided by the holding company to PHL Variable is
intended to partially offset an anticipated net statutory reserve
increase as a result of its annual statutory asset adequacy
analysis and to maintain adequate statutory capital.

CURRENT REPORT ON FORM 8-K FILED

Phoenix filed a Current Report on Form 8-K on Jan. 17 that
provides additional details regarding the drivers of the
restatement, control deficiencies and the NYSE listing extension
request.

                           About Phoenix

Headquartered in Hartford, Connecticut, The Phoenix Companies,
Inc. -- http://www.phoenixwm.com-- is a boutique life insurance
and annuity company serving customers' retirement and protection
needs through select independent distributors.


PLEXTRONICS INC: Files Voluntary Chapter 11 Bankruptcy Petition
---------------------------------------------------------------
Plextronics, Inc. on Jan. 17 disclosed that it has filed a
voluntary petition under Chapter 11 of the Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.

Plextronics also filed a motion seeking authorization to pursue a
sale process under Section 363 of the U.S. Bankruptcy Code.  To
this end, Plextronics has entered into an acquisition agreement
with Solvay America, Inc. as a "stalking horse" bidder, which it
has submitted to the Bankruptcy Court on January 16th.  Under the
proposed agreement, Solvay will acquire substantially all of the
assets of Plextronics.  This agreement contemplates a Bankruptcy
Court-supervised auction process, which is designed to achieve the
highest or best offer for Plextronics' assets.  It sets the floor,
or minimum acceptable bid, and is subject to Bankruptcy Court
approval and certain other conditions.

"The Board and management team have conducted a rigorous
assessment of all of our strategic options and concluded that this
process represents the best possible solution for Plextronics to
help unlock the value of Plexcore inks," said Richard McCullough,
Chairman of the Board of Plextronics.  "We are committed to an
outcome that maximizes value and allows Plexcore to remain
commercially available to all customers.  Further, we are thankful
to our dedicated employees who continue to work vigorously to
develop and provide Plexcore materials to all customers throughout
this process."

The proposed bidding procedures, if approved by the Bankruptcy
Court, would require interested parties to submit binding offers
to acquire Plextronics' assets by February 28, 2014.  Such parties
could include strategic and financial bidders.  Assuming qualified
bids are submitted, an auction would then be held.  A final sale
approval hearing is anticipated to take place shortly after the
auction with the anticipated closing to occur by the end of March
2014.

Plextronics has filed a series of customary motions with the
Bankruptcy Court seeking to ensure the continuation of normal
operations during this process.  Plextronics has secured financing
during the sales process to ensure that it has sufficient
liquidity to conduct its business uninterrupted.

Campbell & Levine, LLC in Pittsburgh is serving as the
Plextronics' legal advisors.  New York-based Cowen and Company,
LLC is serving as its investment banker.

Additional information about this process and proposed asset sale,
as well as court filings and other documents related to the
reorganization proceedings, is available by contacting Campbell &
Levine, LLC at 412-261-0310.

                        About Plextronics

Headquartered in Pittsburgh, Pennsylvania, Plextronics, Inc. --
http://www.plextronics.com-- is a global technology company that
specializes in conductive polymers and printable formulations that
enable advanced electronic devices.  The company's develops
customized inks to enhance the performance of organic light
emitting diodes (OLEDs) for next generation displays and lighting
applications, lithium ion batteries, polymer metal capacitors, and
emerging organic electronic devices.

The privately held company was founded in 2002 as a spinout from
Carnegie Mellon University based upon conductive polymer
technology developed by Dr. Richard McCullough.  Plextronics has
developed this technology for market adoption and currently
manufactures and delivers its conductive polymer products around
the world.  The company is ISO 9001:2008 and ISO 14001:2004
certified.


PLEXTRONICS INC: Meeting to Form Creditors' Panel on Jan. 27
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on January 27, 2014 at 10:00 a.m.
in the bankruptcy case of Plextronics, Inc.  The meeting will be
held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


PLUG POWER: Capital Ventures Stake at 0.9% as of Dec. 31
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Capital Ventures International and Heights
Capital Management, Inc., disclosed that as of Dec. 31, 2013, they
beneficially owned 967,742 shares of common stock of Plug Power
Inc. representing 0.9 percent of the shares outstanding.  The
Company's quarterly report on Form 10-Q for the quarterly period
ended Sept. 30, 2013, indicates that there were 102,602,414 Shares
outstanding as of Nov. 4, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/vnbugG

                          About Plug Power

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

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

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

                         Bankruptcy Warning

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


PLY GEM: Moody's Cuts Rating on $500MM Unsecured Notes to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service lowered Ply Gem Industries, Inc.'s
proposed $500 million senior unsecured notes to Caa2 from Caa1 due
to changes in the proposed capital structure. Concurrently,
Moody's affirmed all other ratings including B3 Corporate Family
Rating, B3-PD Probability of Default Rating and B2 rating on the
proposed $430 million term loan. Also, Moody's affirmed the
Speculative-Grade Liquidity ("SGL") Assessment at SGL-2 and
maintained a positive rating outlook.

Proceeds from the proposed $430 million term loan due 2021 and
$500 million unsecured notes due 2022 along with cash on hand are
expected to be applied towards refinancing Ply Gem's existing debt
securities including its $756 million 8.25% senior secured notes
due 2018 and $96 million 9.375% senior unsecured notes due 2017.
Despite higher initial debt leverage, the transaction is credit
positive as the company will lower its cost of capital while
pushing out its maturity schedule. Because of lower cost of
capital, the interest expense is estimated to decline by around
30% to $50 million from previous $71 million.

The change in the unsecured notes rating to Caa2 from Caa1 results
from the company changing the allocation by $50 million between
the term loan and the unsecured notes. The unsecured notes are
expected to decline to $500 million and the term loan to increase
to $430 million. This $50 million allocation change will save Ply
Gem $1.3 million in annual cash interest expense.

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

Corporate Family Rating, affirmed at B3;

Probability of Default Rating, affirmed at B3-PD;

$430 million senior secured term loan due 2021, affirmed at B2;
LGD rate changed to LGD3, 36% from LGD3, 33%;

$500 million senior unsecured notes due 2022, downgraded to Caa2
(LGD5, 80%) from Caa1 (LGD5, 78%);

Speculative-Grade Liquidity Assessment, affirmed at SGL-2;

Rating outlook remains positive.

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

Ratings Rationale

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

The SGL-2 rating reflects Moody's expectation that the company's
liquidity profile will remain good over the next 12 months. The
SGL rating takes into consideration internal liquidity, external
liquidity, covenant compliance and alternate sources of liquidity.
By the end of 2014, Ply-Gem's free cash flow is expected to be
positive. Additionally, Moody's projects the company to have no
advances outstanding under its $250 million ABL facility due 2018.

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

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

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

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

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


PLY GEM: S&P Lowers Sr. Secured Loan Rating to 'B'
--------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating to 'B' from 'B+' and revised its recovery rating to '3'
from '2' on Ply Gem Industries Inc.'s senior secured term loan as
a result of the upsize of the principal amount to $430 million
from $380 million.  With the larger loan size, the projected
recovery drops below the 70% threshold for a '2' recovery rating.
The '3' recovery rating on the term loan indicates S&P's
expectation for meaningful (50%-70%) recovery.  The 'B' issue-
level rating on the term loan is the same as the corporate credit
rating on Ply Gem, in line with S&P's notching guidelines for a
'3' recovery rating.

S&P's 'CCC+' issue-level rating and '6' recovery rating on Ply
Gem's proposed senior notes issuance, which the company intends to
reduce to $500 million from $550 million, remain unchanged.

The recovery report on Ply Gem published on Jan. 15, 2014,
analyzed the $380 million term loan and $550 million senior notes.
S&P intends to publish a new recovery report reflecting the
revised principal amounts.

Ratings List

Ply Gem Industries Inc.
Corporate Credit Rating                       B/Stable/--

                                               TO            FROM
Rating Lowered; Recovery Rating Revised

Ply Gem Industries Inc.
Senior Secured
  $430 mil. bank ln due 2021                   B             B+
   Recovery Rating                             3             2


PPL MONTANA: S&P Withdraws BB+ Rating on Senior Secured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings on
U.S. electric generator PPL Montana LLC's $338 million 8.903%
trust certificate pass-through notes due 2020.  S&P's action
follows the termination of the Colstrip plant's leveraged lease
obligation and pay-off of the notes.  There is no third-party debt
at PPL Montana remaining.  Standard & Poor's also withdrew the '1'
recovery rating.  To recall, on Sept. 26, 2013, PPL Montana
reached an agreement to sell its hydroelectric facilities to
NorthWestern Energy for $900 million in cash, subject to certain
adjustments.  The company has repaid the $271 million to terminate
the sale-leaseback arrangement for an interest in the Colstrip
coal-fired facility.

RATINGS LIST

Ratings Withdrawn
                         To       From
PPL Montana LLC
Senior secured           NR       BB+/Stable
Recovery rating         NR       1


PREMIER DIAGNOSTIC: Delays Filing of Annual Financial Statements
----------------------------------------------------------------
Premier Diagnostic Health Services Inc. on Jan. 17 disclosed that
it does not expect to file its audited annual financial statements
for the fiscal year ended September 30, 2013 and its management's
discussion and analysis relating thereto before the prescribed
deadline of January 30, 2014.

The expected delay in filing the Required Filings is principally
related to the delays and difficulties of obtaining the required
information from the Company's subsidiaries in China and Hong
Kong.

Premier is making every effort to file the Required Filings in a
timely fashion and expects to file the audited annual financial
statements by February 28th, 2014.

Premier is in the process of making an application with the
British Columbia Securities Commission and other applicable
securities regulators under National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults requesting that a
management cease trade order be imposed in respect of the late
filings.  There is no guarantee that an MCTO will be granted.  If
an MCTO is granted, an MCTO will prohibit the chief executive
officer, the chief financial officer, the directors, other
officers and other insiders of Premier from trading in securities
of Premier for so long as the Required Filings are not filed.  The
issuance of an MCTO does not generally affect the ability of
persons who are not directors, officers or other insiders of
Premier to trade in Premier's securities.

Premier confirms that it will satisfy the provisions of the
alternative information guidelines under National Policy 12-203 by
issuing bi-weekly default status reports in the form of news
releases so long as it remains in default of the filing
requirements set out above.

                     About Premier Diagnostic

Premier designs, builds, finances, and manages diagnostic clinics,
such as PET-CT and MRI facilities in Canada and abroad. From its
"Concept Centre" in Burnaby BC Canada, the Company offers
partnerships in Joint Ventures to hospitals seeking enhancement of
their existing diagnostic facilities and patient services.


QUATERRA RESOURCES: To Voluntarily Delist From NYSE
---------------------------------------------------
Quaterra Resources Inc. on Jan. 17 announced its intention to
voluntarily delist its common shares from the NYSE MKT.  The
Company's shares will continue to trade on the TSX Venture
Exchange and the Company is applying to have its common shares
traded on the OTCQX quotation system operated by the OTC Markets
Group once the delisting from the NYSE MKT comes into effect.
Scarsdale Equities LLC will act as the Company's Principal
American Liaison, responsible for providing guidance on OTCQX
requirements.

The OTCQX is the OTC's highest tier reserved for companies that
meet financial standards, undergo management reviews and provide
timely news and disclosures to investors.  The Company believes
trading on the OTCQX will offer benefits similar to a traditional
exchange listing with major institutional investor participation,
transparency and strong liquidity.

On January 15, 2014, the NYSE MKT verbally advised Quaterra that
its submissions in support of the extension of time to become
compliant with certain continued listing standards in Part 10 of
the NYSE MKT Company Guide have not been accepted.

After careful consideration the Company has decided voluntarily to
delist its shares from trading on the NYSE MKT after coming to the
conclusion that the disadvantages of maintaining a listing on the
Exchange outweigh the benefits to Quaterra and its shareholders.
Among the factors considered were the expense of the appeal
process and compliance plan and a lack of certainty that Quaterra
could achieve a plan acceptable to the Exchange; the ongoing costs
and expenses, both, direct and indirect, associated with having
Quaterra's common stock listed on the Exchange; and the general
tone of the resource sector.

As previously announced, Quaterra received a notice from the NYSE
MKT on June 6, 2013, that it was not in compliance with certain
continued listing requirements of the Exchange.  Quaterra was
given until July 8, 2013, to submit a plan addressing how it
intended to regain compliance.  In August 2013, the NYSE MKT
notified the Company it had accepted the Company's plan and
granted an extension until October 2013 for Quaterra to regain
compliance.  On October 31, 2013, the Company was given a further
extension until January 15, 2014.  On January 15, 2014, the
Exchange was informed by the Company of its intention to file a
voluntary delisting application.

To be disclosed in a notice to the NYSE MKT, Quaterra expects to
file a notification of intent for removal from listing on the NYSE
MKT on Form 25 with the SEC on or about January 21, 2014.  Form 25
will then be filed on or about January 27, 2014.  The withdrawal
of the shares from listing should be effective 12 days after the
filing of the notice.  Accordingly, the Company anticipates that
the last day of trading for the Shares on the NYSE MKT will be on
or about February 7, 2014.  Following delisting of the Shares,
Quaterra will continue to file or furnish reports with the SEC.
Immediately after delisting from NYSE MKT the Company's common
shares will be traded on the OTC trading system.

The delisting of the Shares from the NYSE MKT will not affect the
listing of the Shares on the TSX Venture Exchange and the shares
will continue to trade on the TSXV after the NYSE MKT delisting
becomes effective.  Quaterra will comply with, and continue to be
subject to, the federal laws of Canada, the jurisdiction in which
Quaterra is incorporated, as well as Canadian securities laws and
corporate governance rules applicable to Canadian publicly listed
companies, including the rules of the TSXV.

                 About Quaterra Resources, Inc.

Quaterra Resources Inc. (nyse mkt:QMM) is a junior exploration and
development company with a successful track record of making
significant mineral discoveries in North America.  The Company's
primary objective is the advancement of its flagship projects in
the Yerington copper district, Nevada.  The monetization of non-
core assets is in progress to accelerate this effort.


RUBY TUESDAY: S&P Lowers CCR to 'B-' on Continued Weak Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Maryville, Tenn.-based Ruby Tuesday Inc. to 'B-'
from 'B'.  S&P also revised the outlook to negative from stable.
At the same time, S&P affirmed its 'B-' issue-level rating on the
company's unsecured debt and revised its recovery rating to '3'
from '5', indicating its expectation for meaningful (50% to 70%)
recovery in the event of a payment default.

"The downgrade reflects our expectation that sales and earnings
trends will continue to be weak in the remainder of fiscal 2014
(May year-end).  We believe the casual dining industry will remain
difficult because of competition and consumer caution and that
Ruby Tuesday may not be able to adequately offset these trends,"
said credit analyst Diya Iyer.  "The company's credit measures
have weakened in recent quarters and we believe they will further
deteriorate in the next 12 months."

The negative outlook reflects S&P's expectation that weak traffic
trends and increasing promotional activities will continue to
pressure operating performance in the next 12 to 18 months,
causing credit metrics to further weaken.

                         Downside scenario

S&P could lower its ratings if weaker-than-expected performance
results in inadequate covenant headroom and pressure on the
liquidity position.  This could happen if the revenue declines 10%
and gross margin further shrinks by 150 bps, resulting in negative
free operating cash flow.

                         Upside scenario

S&P could revise the outlook to stable if the company improves its
operating performance significantly, and the trend is supported by
adequate liquidity and improved credit measures, including debt to
EBITDA of lower than 5x on a consistent basis.  This could happen
if the company EBITDA remains about the same at the current level
of $120 million, through relative stable margin and a modest same-
store sales increase of 2% in the remainder of 2014.


SAVIENT PHARMACEUTICALS: Investors Sue Officers and Directors
-------------------------------------------------------------
Law360 reported that investors in bankrupt Savient Pharmaceuticals
Inc. on Jan. 15 hit the drug developer's officers and directors
with a shareholder class action in Delaware federal court,
claiming Savient misrepresented its financial condition before it
filed for Chapter 11 and was sold.

According to the report, the stockholders argue that while Savient
repeatedly stated last year that it had sufficient resources to
fund operations until at least August 2014, in fact the company
was planning for a stand-alone restructuring under which it would
experience a short-term revenue drop that could exhaust its cash.

The case is Johansson v. Ferrari et al., Case No. 1:14-cv-00042
(D.Del.).

                     About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.  GCG Inc. serves as the Debtors' claims agent.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SAVIENT PHARMACEUTICALS: Settles with Creditors, Noteholders
------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve a settlement
agreement with the official committee of unsecured creditors and
the unofficial committee of senior secured noteholders.

Under the settlement, the unofficial committee of senior secured
noteholders will direct the collateral agent to transfer a sum of
$2.52 million in cash to the creditors holding general unsecured
claims and for professionals retained by the committee and
$100,000 in cash to be held for the benefit of the indenture
trustee.

The Debtors or the collateral agent as applicable will also
transfer to one or more of the segregated accounts held or
designated by Pachulski Stang Ziehl & Jones (the GUC Trust
Accounts), 100% of any proceeds received by the Debtors or the
collateral agent to CVS Caremark.

Pursuant to a confirmed Chapter 11 Plan, the Debtors will transfer
all claims and causes of action arising to the liquidating trust.
In the event that the effective date of the Chapter 11 Plan
contemplated by the settlement does not occur on or before
June 30, 2014, the parties will create an unsecured creditor
vehicle or similar trust structure to facilitate the distribution
of the GUC assets to general unsecured creditors.

The final cash collateral budget will include $25,000 per month
for the Court-approved fees and expenses.  Prepetition secured
parties will not receive any distribution from the GUC assets on
account of their unsecured deficiency claims.

The Debtors, the Creditors' Committee, and the Noteholders believe
that the settlement is in the best interest of the Debtors'
estates as it resolves the Committee's objection to the proposed
final cash collateral order and the potential causes of action
with respect to the validity and extent of prepetition liens and
prepetition collateral, while providing a meaningful recovery to
general unsecured creditors, thereby paving a clear path for the
Debtors to expeditiously and economically move forward with the
plan process and the conclusion of their Chapter 11 cases.

The Court scheduled a Feb. 6, 2014 hearing on the settlement.
Objections are due Jan. 30.

The Debtors are represented by David R. Hurst, Esq., and J. Kate
Stickles, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Wilmington, Delaware; Anthony W. Clark, Esq., and Dain A. De
Souza, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Wilmington, Delaware; and Kenneth S. Ziman, Esq., and David M.
Turetsky, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York.

The Noteholders' Group is represented by Andrew N. Rosenberg,
Esq., Elizabeth McColm, Esq., and Jacob A. Adlerstein, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.

The Creditors' Committee is represented by Bradford J. Sandler,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

                     About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.  GCG Inc. serves as the Debtors' claims agent.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SBARRO LLC: S&P Lowers CCR to 'CCC-' on Weak Performance
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.- based Sbarro LLC to 'CCC-' from
'CCC+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $62.3 million first-out term loan to 'CCC-' from 'B-'
and revised the recovery rating on this debt to '3' from '2'.
Concurrently, S&P lowered issue-level rating on the company's
$75 million second-out term loan to 'C' from 'CCC-'.  The recovery
rating on this debt remains unchanged at '6'.

S&P believes that Sbarro's current capital structure is
unsustainable and that the company will likely seek to restructure
its balance sheet.  In S&P's opinion, this could lead to a
selective default or a filing for protection under Chapter 11.

"The ratings on Sbarro reflect our belief that the company's
current capital structure is unsustainable given performance
trends and that the company's actions could include a selective
default or a filing for protection under Chapter 11," said credit
analyst Mariola Borysiak.

The outlook is negative.  S&P believes Sbarro's current capital
structure is unsustainable and that the company will likely seek
to restructure its balance sheet.  In S&P's opinion, this could
lead to a selective default or a filing for protection under
Chapter 11.

Downside Scenario

S&P could lower the ratings if it expects a default to be a
certainty.  In this case, an announcement that the company is
undertaking an exchange offer or another distress restructuring or
that it will miss interest payment or file a bankruptcy petition
will result in the corporate credit rating being lowered to 'CC'.

Upside Scenario

S&P do not expect to raise the ratings in the upcoming year given
the continuously challenged performance and eroding liquidity.
Any positive rating action would be predicated on improving
profitability such that the company generates sufficient cash
flows to support its operating and financing needs.


SERENA SOFTWARE: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Serena Software, Inc.'s B2
Corporate Family Rating ("CFR"), B2-PD probability of default
rating, existing debt instrument ratings and its SGL-2 Speculative
Grade Liquidity rating. Moody's changed Serena's ratings outlook
to negative from stable reflecting the company's declining
revenues and uncertainty about its growth prospects.

Ratings Rationale

Serena's software license revenues continued to decline in 2013
(YTD 3Q FY 2014 decline of 36.5%) primarily as a result of its
sales execution challenges. As a result of the decline in new
license sales over the last several quarters, Serena's high-margin
maintenance revenues have also declined and could continue to
decline at the low single digit percentages in the next 12 to 18
months. The negative outlook reflects Serena's declining revenues
and the risk that new license sales could remain weak, at least
over the next 12 to 18 months, and absent a meaningful reduction
in debt, total debt to EBITDA will likely exceed 5.5x over this
period.

However, Moody's affirmed Serena's B2 CFR based on the company's
very good levels of cash and Moody's view that cost savings from
restructuring and absence of restructuring costs will result in
stable EBITDA and increase in free cash flow in the fiscal year
ending in January 2015.

Serena's rating is weakly positioned in the B2 category due to the
company's elevated financial leverage, especially in the context
of its declining revenues. The rating also reflects Serena's niche
market focus, its portfolio of mature enterprise software products
with limited growth prospects and intense competition in the
company's core product segments. The rating is supported by
Serena's well-regarded products in the niche application lifecycle
management segment of the enterprise software market and its
installed base of over 2,400 customers. Serena's credit profile
benefits from its high levels of recurring revenues under
maintenance contracts (73% for the LTM October 2013 period) and
their high renewal rates.

The SGL-2 rating is based on Moody's expectations that Serena will
maintain very good levels of cash balances and generate free cash
flow. Moody's expects the company to timely address its debt
maturities. The maturity for Serena's credit facilities could
accelerate by 180 days to September 2015 if any of its senior
subordinated notes remain outstanding at that time.

Moody's could downgrade Serena's ratings if its liquidity
deteriorates as a result of management's shareholder-friendly
financial policies. The ratings could be downgraded if Moody's
believes that Serena is unlikely to attain and maintain total
debt-to-EBITDA (Moody's adjusted) below 5.5x and free cash flow
falls to the low single digit percentages of total debt as a
result of further declines in revenue or erosion in margins.

Moody's could stabilize the ratings outlook if Serena maintains
good liquidity, its revenues stabilize and it maintains stable
EBITDA margins. Given Serena's modest scale, narrow market focus
and high financial leverage, a rating upgrade is unlikely in the
next 12 to 18 months. However, to the extent the company
demonstrates organic revenue growth while meaningfully increasing
profitability and reducing total debt to EBITDA to 4x, the ratings
could be raised.

Moody's has affirmed the following ratings:

Issuer: Serena Software, Inc.

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$20 million of Revolving Credit Facility due March 2015 -- B1,
LGD3 37% (revised from 38%)

$308.5 million (outstanding) of Senior Secured Term Loans due
March 2016 -- B1, LGD3 37% (revised from 38%)

$102 million (outstanding) Senior Subordinated Notes due
March 2016 -- Caa1, LGD5 89% (revised from LGD6 90%)

Speculative Grade Liquidity -- SGL-2

Outlook: Changed to negative, from stable

Headquartered in San Mateo, CA, Serena Software is a leading
vendor of application lifecycle management software. The company
reported $185 million in revenues in the twelve months ended
October 2013.


SPIRE CORP: Royce & Associates Stake at 8.2% as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Royce & Associates, LLC, disclosed that as of
Dec. 31, 2013, it beneficially owned 753,720 shares of common
stock of Spire Corporation representing 8.19 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/aTFgVL

                          About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $17.69
million in total assets, $16.60 million in total liabilities and
$1.08 million in total stockholders' equity.


STELARA WIRELESS: Court Okays Hiring of STS to Provide IT Services
------------------------------------------------------------------
Stelara Wireless, LLC sought and obtained authorization from the
U.S. Bankruptcy Court for the Western District of Oklahoma to
employ Specialty Telecommunications Services, LLC (STS) to provide
Information Technology and related Services for the Debtor.

The Debtor proposes to retain STS to perform a complete hardware
audit, as well as a data analysis, of the Debtor's Equipment
located in the MIDCON building, and to relate the conclusion of
the audit to the Debtor in a detailed report.

STS has estimated a total of eight hours of effort to accomplish
the scope of work as presented. STS invoices an hourly rate of
$125 per hour.  Any changes to the scope that require more than
the estimated eight hours of time shall be invoiced at $125 per
hour.  It is estimated that STS shall be paid $1,000 to conduct
the audit and produce the report to the Debtor, which shall be
payable as follows:

   (a) STS shall perform the audit as outlined;

   (b) upon conclusion of the audit, STS shall present the Debtor
       with in invoice for the $1,000 along with the written
       report detailing the audit's findings;

   (c) the $1,000 payment shall be due 30 days from the date the
       Debtor receives the invoice;

   (d) the $1,000 payable to STS shall accrue interest at the rate
       of 8 percent per annum, beginning 31 days from the date
       the Debtor receives STS's invoice; and

   (e) the Debtor shall be fully authorized to pay the STS invoice
       without further application to the Court

Sam Curtis, president of STS, 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.

STS can be reached at:

       Sam Curtis
       SPECIALTY TELECOMMUNICATIONS SERVICES, LLC
       13431 N. Broadway Ext., Suite 120
       Oklahoma City, OK 73114

                   About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  American Legal Claims Services, LLC serves as
official noticing agent.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

In December 2013, the Bankruptcy Court authorized Stelera Wireless
to sell its Federal Communications Commission licenses to AT&T
Mobility Spectrum LLC, as purchaser; and Atlantic Tele-Network,
Inc., as backup purchaser.  In an auction held Nov. 20, 2013,
AT&T's bid was the highest and best offer for the FCC licenses,
while Atlantic's, the stalking horse purchaser, was the second
highest.  Pursuant to the APA, the aggregate purchase price to be
paid by AT&T will be $6,020,000.


STERLING INVESTORS: A.M. Best's 'B(Fair)' FSR Still Under Review
----------------------------------------------------------------
A.M. Best Co. has maintained the under review with developing
implications status on the financial strength rating of B (Fair)
and issuer credit rating of "bb+" of Sterling Investors Life
Insurance Company (Sterling) (Rome, GA).  Sterling is a wholly
owned subsidiary of Puritan Life Insurance Company of America
(Phoenix, AZ), which is a wholly owned subsidiary of Puritan Life
Insurance Company (Addison, TX).  Puritan Life Insurance Company
is ultimately owned by Puritan Financial Companies, Inc. (TX).

The ratings were initially placed under review on Dec. 11, 2012,
upon completion of the sale of Sterling Holdings, Inc., the former
parent of Sterling, to Puritan Life Insurance Company of America.
A.M. Best was recently informed that Puritan Life Insurance
Company of America has entered into an agreement to sell Sterling
to Cambrian Holding US, LLC, an affiliate of C12 Capital
Management.  The transaction is subject to approval by the Georgia
Department of Insurance.  Sterling's ratings will remain under
review until A.M. Best meets with the company's new owners and
management team.


TEMPEL STEEL: S&P Lowers Corporate Credit Rating to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Chicago, Ill.-based steel laminations
producer Tempel Steel Co. to 'CCC+' from 'B-'.  At the same time,
S&P lowered the issue-level rating on the company's debt one notch
to 'CCC+' from 'B-'.  The recovery rating on the debt issue
remains unchanged.

The downgrade reflects the refinancing risk of the upcoming
maturity of the company's $35 million asset-based lending (ABL)
revolving credit facility, which is currently undrawn, and S&P's
view that cash flow generation may be insufficient to cover
semiannual interest payments on its outstanding notes by the
August 2014 due date if operating performance weakens.  S&P also
notes that the covenant headroom could become limited, given the
increase in the domestic fixed-charge covenant ratio beginning
March 2014.

The rating is based on S&P's assessment that Tempel Steel is
vulnerable to nonpayment and is dependent on favorable business,
financial, and economic conditions.  S&P has assessed Tempel Steel
as having a '"highly leveraged" financial risk profile and a
"vulnerable" business risk profile.  The "vulnerable" business
risk profile stems from Tempel Steel's limited business line
diversity, the highly competitive and capital intensive nature of
its business, and its exposure to steel price volatility, which is
inherent to its market.

The outlook is negative.  Tempel Steel has not yet refinanced its
looming ABL maturity.  "We we believe positive free cash flow
generation will be modest and could be susceptible to
deterioration in operating performance, which could hamper its
ability to service future interest payments," said Standard &
Poor's credit analyst Carol Hom.

S&P could lower the rating if it believes Tempel Steel is unlikely
to able to refinance its ABL credit facility ahead of its maturity
later this year if the risks associated with making its scheduled
interest payment in August increases or if its operating
performance weakens, leading to lower-than-expected free cash
flow.

S&P could revise the outlook to stable if it expects positive free
cash flow to comfortably meet interest service requirements and
the company successfully refinances its revolver.


TRONOX INC: Anadarko Says It May Owe $850-Mil., Not $14.2-Bil.
--------------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that Anadarko
Petroleum Corp said it should pay as little as $850 million in
damages over the 2005 spinoff of paint materials company Tronox
Inc, 94 percent below the maximum amount a federal bankruptcy
judge said it might owe.

According to the report, the estimate was provided on Jan. 13, one
month after U.S. Bankruptcy Judge Allan Gropper in Manhattan said
a higher payout of $14.17 billion might be in order because
Anadarko's Kerr-McGee Corp unit intended to harm Tronox creditors
by saddling the spinoff with unsustainable environmental
liabilities.

His Dec. 12 decision sent Anadarko's share price down 6.4 percent
the next day in part because the oil and gas exploration company
and some analysts expected damages would be much lower, the report
related.

Tronox filed for Chapter 11 protection in 2009 and also sued
Anadarko and Kerr-McGee, which Anadarko had bought three years
earlier, claiming the spinoff was fraudulent because of the
environmental liabilities, the report said.

In his 166-page decision, Judge Gropper concluded that Kerr-McGee
"acted with actual intent to hinder or delay creditors," in a
spinoff that left Tronox "insolvent and undercapitalized (and) was
not made for reasonably equivalent value," the report further
related.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TWCC HOLDING: Dispute with DIRECTV No Impact on Moody's B1 CFR
--------------------------------------------------------------
Moody's Investors Service said that TWCC Holding Corp.'s (d/b/a
The Weather Channel Companies -"TWCC") contract dispute with
DIRECTV Holdings LLC ("DIRECTV" -- Baa2 senior unsecured, stable
outlook) has no immediate impact on the company's B1 Corporate
Family rating or Stable outlook. In yet another high profile feud
between content providers and carriers, TWCC and DIRECTV failed to
reach a new carriage deal due to a battle over fees, as a result
of which The Weather Channel has been pulled from DIRECTV's
subscription service. Even though the contract stand-off between
the two companies has no immediate ratings impact, Moody's views
the development as a credit negative given the potential for
material deterioration in debt protection metrics absent a
resolution between TWCC and the satellite provider over the near
term.

Moody's believes that The Weather Channel is unlikely to be
dropped on a long-term basis, given its defensible position as the
most recognizable source for weather and accordingly, we believe
there is a good chance that both parties will eventually renew the
contract in order to avoid customer dissatisfaction and churn. As
is customary with disputes of this nature, it is likely that over
the coming weeks, TWCC and DIRECTV will resume negotiations and
work to resolve the disagreement over affiliate fees. With around
20 million subscribers, DIRECTV is a significant customer for
TWCC, and a permanent loss of carriage fees from DIRECTV could
have severe operational and credit ramifications for the company.
TWCC is presently weakly positioned within its B1 CFR, and
consequently the DIRECTV loss would jeopardize its ability to
reduce debt-to-EBITDA leverage (by the end of 2015) to the 6.5x
level expected for the current B1 CFR and put downward pressure on
the rating. Moody's estimates that a sustained loss of
distribution by DIRECTV could lead to revenue declines in the mid-
teens for the cable network business (advertising plus affiliate
fees), which we estimate accounts for between 50 and 60% of total
revenues, and in the mid single to low double digit range for the
company's consolidated revenues. This would severely threaten the
company's deleveraging prospects and debt-to-EBITDA would
significantly exceed the current leverage of 7.6x (as of
9/30/2013, incorporating Moody's standard adjustments),
potentially leading to increased probability of a downgrade.
Additionally, DIRECTV refusing to carry TWCC's content could
expose the company to business risks if other distributors were to
follow suit, resulting in unfavorable renegotiations, contract
disputes and / or termination of additional carriage deals.
However, we think this trend is unlikely given the channel's focus
on weather information which isn't fully replicated elsewhere on
TV. Alternatively, another concern which could impact the rating
is the potential that the subscriber fees are reduced. This could
trigger some "most favored nations" clauses in other large
distributor carriage agreements, and set a precedent for other
distributors to follow to reduce their affiliate fees paid to
TWCC. Unlike other important cable networks, TWCC is not bundled
with other popular channels and has no sports or entertainment
programming with high viewer ratings to help with negotiations.
However, it does provide valuable public service programming
during periods of regional extreme weather events.

TWCC Holding Corp. d/b/a The Weather Channel Companies ("TWCC"),
headquartered in Atlanta, GA is a multiplatform media and
information company focused on providing weather information to
consumers and businesses. Content is delivered to individuals most
notably through its national U.S. cable network "The Weather
Channel", the Internet and mobile. TWCC also provides weather data
and forecasting services to a variety of industries. TWCC is
jointly owned by Comcast Corporation's NBCUniversal Media, LLC
("NBCU" - A3 senior unsecured rating, positive outlook) and
private equity firms Bain Capital Partners, LLC and Blackstone
Management Partners, LLC.


UNIFIED 2020: Withdraws Second Amended Disclosure Statement
-----------------------------------------------------------
Unified 2020 Realty Partners LP on January 7 withdrew its second
amended disclosure statement, which explains the company's plan of
liquidation.

The move came after United Central Bank, the company's largest
creditor with claim of at least $17 million, and several other
claimants filed objections to the disclosure statement filed on
Nov. 26, 2013.

"The parties are still in the negotiation process and do not want
to impose upon the court's time by filing another request to
continue the disclosure statement hearing," United 2020 said in a
notice filed with the U.S. Bankruptcy Court for the Northern
District of Texas.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


UNIFIED 2020: Feb. 10 Hearing on Bank's Motion to Lift Stay
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Feb. 10, at 9:30 a.m., to consider United
Central Bank's motion for relief from stay in the Chapter 11 case
of Unified 2020 Realty Partners, LP.

The motion earlier drew flak from Orange Business Services U.S.,
Inc. and the trustee appointed to liquidate Unified 2020.

Orange Business had said that UCB's  alleged secured claim will be
the subject of a possible claim objection and has not yet been
adjudicated or allowed, therefore, rendering a lifting of the stay
premature.

Daniel Sherman, the trustee, had said lifting the stay would
destroy any chance for a meaningful recovery for any creditor
besides UCB.

As reported in the Troubled Company Reporter, UCB asked that the
court terminate automatic stay as to Unified 2020's property.  The
bank, in an Oct. 18 filing, asserted that prior to the bankruptcy
filing, Unified 2020 defaulted on its payment obligations by
failing to make the deferred interest payment due Dec. 10, 2011.

UCB also noted that the plan is not feasible, much less
confirmable within a reasonable period of time because, among
other things: (a) the plan does not pay the "allowed claims" of
creditors in full as required by its express terms; (b) the plan
does not propose to pay, much less satisfy, UCB's secured claim in
full and therefore fails to satisfy 11 U.S.C. Section
1129(b)(2)(A); and (c) Moms Against Hunger lacks the cash, assets
or resources to pay or finance the "cash down payment, seller
financing or deferred consideration to fund the plan.

On Sept. 3, 2013, UCB filed its secured proof of claim of no less
than $14,899,523 plus such other amounts, including late fees,
penalties, attorney's fees, costs and interest as are due under
the loan documents.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


UNIFIED 2020: Ch. 11 Trustee Taps Litzler Segner as Accountant
--------------------------------------------------------------
Daniel J. Sherman, the Chapter 11 trustee of Unified 2020 Realty
Partners, LP, seeks permission from the U.S. Bankruptcy Court for
the Northern District of Texas to retain Litzler, Segner, Shaw &
Mckenney, LLP as accountants effective as of January 9, 2014, to
be paid out of the estate as approved by the Court.

Litzler Segner will assist the Trustee in reviewing bank records,
financial records, and other information which may be necessary to
administer the case; file Federal Income Tax Returns to reflect
the administration of assets during the case; prepare other tax
reports required to be filed by the Trustee; and other services
that may be requested by the Trustee.

James R. Shaw, a certified public accountant at Litzler Segner,
assures the Court that his Firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing on the request on February 6,
2014, at 9:30 a.m.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor have obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


USA BROADMOOR: Bankruptcy Court Enters Final Decree Closing Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered a final decree on Dec. 30 closing the Chapter 11 case of
USA Broadmoor, LLC doing business as Broadmoor Apartments.

The Debtor said the Plan of Reorganization, as amended, has been
confirmed by the Court, and has been substantially consummated,
and all conditions precedent to entry of the final decree have
been met.

As reported in the Troubled Company Reporter on Oct. 15, 2013, the
Debtor amended its Plan of Reorganization on Sept. 30 for the
second time to reflect that four claim classes will be amortized
and paid in 48 monthly installments at 5% per annum commencing on
the first day of the month after the Plan Effective Date and
continuing each month until the allowed claim is paid in full.

The four claim classes involved are Class 3 Secured Claim of
Guardian; Class 4 Secured Claim of Challenger Pools; Class 5
Secured Claim of All Saints, and Class 6 Secured Claim of Superior
Seal.

The Allowed Claim Classes may be prepaid in whole of in part at
any time without penalty.  The Claimants will retain their Liens
until the Allowed Claim is paid in full.

                      About USA Broadmoor

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented by Scott A. Stichter,
Esq., Edward J. Peterson, III, Esq. and Amy Denton Narris, Esq.,
at Stichter, Riedel, Blain & Prosser, P.A., as counsel.

The Debtor disclosed $11,117,091 in assets and $11,121,374 in
liabilities as of the Chapter 11 filing.


VADIUM TECHNOLOGY: AlphaCipher to Acquire Technology Platform
-------------------------------------------------------------
AlphaCipher Acquisition Corporation on Jan. 17 announced an Asset
Purchase Agreement with the Chapter 11 Trustee of Vadium
Technology, Inc. ("Old Vadium") to acquire Old Vadium's
AlphaCipher Technology Platform from the Chapter 11 Bankruptcy
Estate of the Old Vadium in exchange for cash and stock.  Upon the
closing of this acquisition it is expected that the Company will
be changing its name to Vadium Technology, Inc.

"We are pleased to announce the agreement to acquire the
AlphaCipher Technology Platform and expect to close this
acquisition during Q1-2014.  We are currently completing an equity
financing with Accredited Investors to fund this acquisition and
our operations going forward," said Rod Nicholls, President & CEO
of the Company.  "With the recent revelation of global security
breaches, we believe this acquisition is very timely.  We
anticipate to be in the marketplace helping customers with their
pressing needs to solve the growing problem of information
security.  We will be launching a diversified portfolio of
products based on the AlphaCipher Technology Platform that are
very easy-to-use and that come with a security value proposition
that can be verified and trusted by end-users around the globe."

           About AlphaCipher Acquisition Corporation

AlphaCipher Acquisition Corporation (D/B/A Vadium) is a
development stage company that will be delivering trusted, easy to
use and high value solutions to the digital security, privacy and
trust problems caused daily by hackers, cyber-thieves and economic
espionage artists that compromise computer networks and
traditional digital security systems.  The Company is a privately
held firm with headquarters in Seattle, Washington.

                  About Vadium Technology, Inc.

Seattle, Washington-based Vadium Technology, Inc. filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-10808) on
Jan. 30, 2012.  Bankruptcy Judge Marc Barreca presides over the
case.  Dallas W. Jolley, Jr., Esq. represents the Debtor in its
restructuring effort.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Rodney
Gene Nicholls, president & CEO.


VERITY CORP: Incurs $7.6 Million Net Loss in Fiscal 2013
--------------------------------------------------------
Verity Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to the Company of $7.59 million on $2.41 million of
total revenues for the year ended Sept. 30, 2013, as compared with
a net loss attributable to the Company of $623,079 on $449,626 of
total revenues during the prior fiscal year.

Verity Corp.'s balance sheet at Sept. 30, 2013, showed $4.44
million in total assets, $7.45 million in total liabilities and a
$3 million total stockholders' deficit.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
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 suffered recurring
losses, has negative working capital, and has yet to generate an
internal net cash flow that raises 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/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.


VHGI HOLDINGS: Terminates Investment Agreement with Al Rami
-----------------------------------------------------------
Lily Group, Inc., a wholly-owned subsidiary of VHGI Holdings,
Inc., on Sept. 12, 2013, notified Al Rami Pure LLC that it was
terminating the Equity Investment Agreement between the parties as
a result of the failure of Hassan Alshaban Principal of Al Rami
Pure and Al Rami Pure LLC to perform under the terms of the
agreement.

Lily Group is unable to provide the full amount of the required
deposit monies to close the transaction and is unable to perform
under the terms of the agreement.

Lily Group Inc. is attempting to close the final issue of the
failed transaction by successfully retrieving the deposited funds
placed on deposit within the UAE banks associated with this
transaction.

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

VHGI incurred a net loss of $22.34 million on $481,568 of total
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $5.43 million on $499,617 of total revenue during the
prior year.  As of Dec. 31, 2012, the Company had $47.45 million
in total assets, $62.18 million in total liabilities and a $14.72
million total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring operating losses, has
significant amounts of past due debts and will have to obtain
additional capital to sustain operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

On Jan. 9, 2014, four creditors filed an involuntary Chapter 11
case against VHGI Holdings in the United States Bankruptcy Court
Southern District of Indiana (Terre Haute).


W.R. GRACE: Names Keith N. Cole as VP Government Relations
----------------------------------------------------------
W. R. Grace & Co. on Jan. 17 announced the appointment of
Keith N. Cole as Vice President, Government Relations and
Environment, Health, and Safety.  Mr. Cole will be responsible for
Grace's EHS and public affairs activities worldwide.  He will
report to Chairman and Chief Executive Officer Fred Festa and be
located at the company's global headquarters in Columbia, MD.

Since 2002, Mr. Cole has held leadership positions in government
relations and public policy for General Motors Corporation,
including assignments in Shanghai and Washington, D.C.  Prior to
2002, Mr. Cole was a partner in two Washington law firms that
provided counsel and lobbying services in environmental, energy,
utility, and business matters. Prior to his lobbying experience,
he served as Counsel to the U.S. Senate, Small Business Committee;
and Minority Counsel, U.S. House of Representatives, Energy and
Commerce Committee.  Mr. Cole earned his Juris Doctor at the
University of Virginia School of Law, and his bachelor's degree in
Mechanical Engineering and Material Science from Duke University.

"Keith brings knowledge and experience extremely well suited to
our global specialty chemical business," said Fred Festa.  "This
appointment reflects the central importance of environment,
health, and safety across our business, as well as our commitment
to the communities where we operate."

                         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).


WASTE INDUSTRIES: S&P Revises Outlook to Stable & Affirms B+ CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Raleigh,
N.C.-based regional solid waste hauler Waste Industries U.S.A.
Inc. to stable from negative.  At the same time, S&P affirmed its
'B+' corporate credit rating on the company and its 'B+' issue-
level rating on its senior secured debt.  In addition, S&P revised
the recovery rating on the senior secured facility to '3' from
'4'.  The '3' recovery rating indicates S&P's expectation of
meaningful (50% to 70%) recovery in the event of payment default.

"We base the outlook revision primarily on a reassessment of Waste
Industries' competitive position," said Standard & Poor's credit
analyst Pranay Sonalkar.  S&P's analysis indicates that the
company has demonstrated stable profitability over a long period,
which under its revised criteria leads to a more favorable
assessment of business risk.  S&P now considers the company's
business risk profile to be "satisfactory" compared with its
previous designation of "weak".

The ratings on Waste Industries reflect the company's modest scale
of operations, its geographic concentration in the Southeast U.S.,
its leveraged capital structure, and an acquisition-oriented
growth strategy.  These characteristics are partially offset by
the company's participation in a recession-resistant industry, its
fair degree of vertical integration, its operating efficiency, and
its solid and consistent profitability.

The outlook is stable.  S&P expects Waste Industries' recent
capital expenditures and acquisitions to result in improved route
density and increased internalization rates, thereby enabling the
company to maintain current levels of profitability in a difficult
pricing environment.  However, elevated capital spending in 2014
will likely result in modestly lower free operating cash flow.
S&P expects FFO to debt of about 12% to 15%, which it believes is
appropriate for the rating.

S&P could raise the rating if headroom under the maximum leverage
covenant increases sufficiently for it to regard liquidity as
adequate and FFO to debt rises to and remains in the 15% to 20%
range

Although unlikely given stable industry dynamics and Waste
Industries' satisfactory competitive position, S&P could lower the
rating if competitive dynamics were to change materially,
resulting in significantly lower prices and volumes.  S&P could
also lower the rating if liquidity were to weaken significantly as
a result of limited covenant headroom, and the company failed to
take timely steps to improve its liquidity.  A downgrade would
also result if the company undertakes larger-than-anticipated
acquisitions or shareholder rewards that result in FFO to total
debt dropping below 8%.  S&P do not expect this ratio to reach
this level unless acquisitions or shareholder rewards are larger
than anticipated.


XZERES CORP: Incurs $2.3 Million Net Loss in Nov. 30 Quarter
------------------------------------------------------------
XZERES Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $2.35 million on $1.56
million of gross revenues for the three months ended Nov. 30,
2013, as compared with a net loss attributable to common
stockholders of $1.51 million on $1.91 million of gross revenues
for the same period a year ago.

For the nine months ended Nov. 30, 2013, the Company incurred a
net loss attributable to common stockholders of $5.92 million on
$2.70 million of gross revenues as compared with a net loss
attributable to common stockholders of $4.91 million on $3.74
million of gross revenues for the same period during the prior
year.

The Company's balance sheet at Nov. 30, 2013, showed $7.64 million
in total assets, $12.27 million in total liabilities and a $4.62
million total stockholders' deficit.

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

                        http://is.gd/L6f03O

                         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.

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.


ZOGENIX INC: Amends Q2 2013 Form 10-Q to Re-File Exhibit
--------------------------------------------------------
Zogenix, Inc., amended its quarterly report on Form 10-Q for the
period ended June 30, 2013, solely to re-file Exhibit 10.2 to the
original Form 10-Q in response to comments the Company received
from the U.S. Securities and Exchange Commission on a confidential
treatment request the Company made for certain portions of the
Exhibit.  The Exhibit, as re-filed, includes certain portions that
had previously been redacted pursuant to the Company's request for
confidential treatment.

A copy of the Co-promotion Agreement dated June 27, 2013, by and
between the Company and Valeant Pharmaceuticals North America LLC
is available for free at http://is.gd/LeMlsX

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* Fed Weighs Further Restrictions on Banks' Commodities Units
-------------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that U.S.
Senate Democrats said the Federal Reserve's decision to weigh
further restrictions on banks' trading and warehousing of physical
commodities is insufficient and too late.

According to the report, the Fed on Jan. 15 sought comment on the
risks posed by bank ownership and trading of commodities such as
oil, gas and aluminum by deposit-taking banks and the possible
benefits of imposing additional capital standards.

The Fed's review was quickly criticized by Democratic Senators on
the Banking Committee, the report related.  At a subcommittee
hearing on Jan. 16 on the issue, Senator Sherrod Brown of Ohio and
Elizabeth Warren of Massachusetts said the action didn't go far
enough.

"The Fed's proposal yesterday is a timid step, it was too slow in
coming, and there is still too much that we do not know about
these activities and investments" said Brown, who led the hearing,
the report cited.

The Fed said on Jan. 15 that it is considering whether additional
restrictions are needed to ensure physical commodities activities
by banks are conducted in a safe and sound manner, the report
further related.  The central bank said it will consider whether
further rules are needed after the public comment period ends on
March 15.


* Regulators Said Ready to Ease Volcker CDO Limits for Banks
------------------------------------------------------------
Jesse Hamilton and Cheyenne Hopkins, writing for Bloomberg News,
reported that U.S. regulators granted banks an exemption from
Volcker Rule limits for collateralized debt obligations composed
mostly of small-bank securities, according to a statement from
regulators.

According to the report, the adjustment to Volcker answers
concerns from smaller U.S. banks that they would have to rush into
taking millions in losses on their holdings. Instead, the
regulators let banks keep CDOs backed by trust-preferred
securities established before May 19, 2010, and obtained by Dec.
10, 2013, five financial agencies said yesterday in a joint news
release.

After regulators approved the Volcker Rule on Dec. 10, the smaller
banks said it could force them to take as much as $600 million in
losses on certain CDOs held by about 300 firms, the report
related.  U.S. regulators said they would consider exempting the
securities and spent more than two weeks hashing out a fix before
their self-imposed deadline today.

"I understand the challenge that community banks face in managing
new regulations, and by clarifying this exemption, we are working
to alleviate unnecessary regulatory burden," Comptroller of the
Currency Thomas J. Curry, said in a statement, the report cited.

The exemption -- granted by the OCC, Federal Reserve, Federal
Deposit Insurance Corp., Securities and Exchange Commission and
Commodity Futures Trading Commission -- gives grandfathering
protection to CDOs as long as they meet thresholds ensuring they
are tied primarily to securities issued by banks with less than
$15 billion in assets, the report further related.  As a so-called
interim final rule, it will be implemented while the agencies also
open a 30-day public-comment period.


* JPMorgan and Wells Fargo Lose Share to Small Rivals
-----------------------------------------------------
Dakin Campbell, writing for Bloomberg News, reported that the two
largest U.S. home lenders are feeling the bite of competition from
smaller firms as mortgage originations tumble at the fastest rate
since 2011.

According to the report, new loans at Wells Fargo & Co., the
biggest, fell 38 percent to $50 billion in the fourth quarter from
the third quarter, the bank said in a statement on Jan. 15.  At
JPMorgan Chase & Co., originations decreased 42 percent to $23.3
billion, outpacing the 27 percent fourth-quarter drop forecast by
the Mortgage Bankers Association for the industry.

Big banks are facing dual challenges of increased competition and
a plunge in home loan refinancing after the Federal Reserve said
it planned to reduce monthly bond purchases and sent mortgage
rates soaring, the report related.  Smaller lenders are helped
because the market is shifting to one led by mortgages for home
purchases, favoring firms that can capture the buyers' attention,
said Clifford Rossi, a former Citigroup Inc. risk manager who now
teaches at the University of Maryland's Robert H. Smith School of
Business.

"A lot of these guys are using the internet and social media
platforms to reach borrowers more directly," Rossi said, the
report cited.  Due to their "ability to be more nimble and
opportunistic in the marketplace, you will see more companies like
that be able to do more."

Wells Fargo and JPMorgan, ranked No. 1 and No. 2 by originations,
accounted for about 28 percent of the market in the third quarter,
according to Inside Mortgage Finance, a Bethesda, Maryland-based
trade publication, the report related.  The next 10 lenders
accounted for roughly 26 percent.


* Big Banks Face Sharper Risk-Management Focus in OCC Policy Shift
------------------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that big
banks such as JPMorgan Chase & Co. could face quicker reprimands
for risk-management failures under an Office of the Comptroller of
the Currency policy shift proposed on Jan. 16.

According to the report, the national-bank regulator's new
standards remove hurdles to targeting lenders with certain
enforcement actions. The 79-page proposal follows agency chief
Thomas Curry's push to clean up risk-taking at banks hit with
billions of dollars in penalties over misdeeds in the wake of the
2008 credit crisis.

"The standards announced build on lessons learned from the
financial crisis," said Comptroller of the Currency Curry, in a
statement, the report cited.  "They will contribute to a safer
financial system for all of us by providing clear and enforceable
standards for the risk management and governance of our largest
institutions."

Under Curry's leadership since 2012, the OCC has extracted the
largest penalties in its 150-year history, the report related.
The agency fined London-based HSBC Holdings Plc a record $500
million in 2012 for money-laundering faults and has penalized
JPMorgan twice -- reaching a $300 million settlement over the
London Whale trading losses and a $350 million agreement resolving
allegations that the bank failed to report suspicions about
Bernard Madoff's Ponzi scheme.


* Bank Industry Pushes for More Revisions to Volcker Rule
---------------------------------------------------------
Cheyenne Hopkins and Jesse Hamilton, writing for Bloomberg News,
reported that bank-industry groups and Republican lawmakers called
for broader Volcker Rule revisions a day after regulators
permitted exemptions for some collateralized debt obligations
faulted for obscuring lenders' capitalization.

According to the report, representatives of the Securities
Industry and Financial Markets Association and other groups joined
House Financial Services Committee members in highlighting the
"unintended consequences" of the proprietary-trading rule at a
Washington hearing yesterday. Lawmakers and lobbyists alike said
the Jan. 14 move to shield some CDOs backed by trust-preferred
securities wasn't enough to protect banks and the public from
harm.

"While we welcome the relief provided to certain holders of TruPS
CDOs, we believe that regulators must address the larger problem
of the inclusion of senior debt securities issued by
collateralized loan obligations," Sifma Chief Executive Officer
Kenneth Bentsen said at the hearing, the report related.  "If this
situation is not remediated, corporate borrowers could face higher
credit costs and banks will likely suffer unnecessary losses."

Representative Jeb Hensarling, the Texas Republican who leads the
Financial Services Committee, called the hearing to address
concerns that the rule named for former Federal Reserve Chairman
Paul Volcker is unworkable and harmful to capital markets and job
creation, the report said.  The five agencies that adopted the
measure last month released a revision Jan. 14 after the American
Bankers Association sued claiming that TruPS-backed CDO
restrictions would cost smaller banks $600 million in losses.


* Lawmakers Seek Curbs on Trading Commodities
---------------------------------------------
David Kocieniewskijan, writing for The New York Times, reported
that lawmakers pressed the Federal Reserve to act more forcefully,
and quickly, to limit banks' involvement in the commodities
business, which has been blamed for inflating prices on everyday
items like electricity and canned beverages.

According to the report, for months, Congress has been evaluating
complaints that the huge commodities holdings of investment banks
like Goldman Sachs and Morgan Stanley pose a risk to the financial
system. Businesses and consumer groups have also expressed concern
that the banks' financial heft gives them an unfair advantage over
other competitors as well as the ability to manipulate prices for
essentials like energy, cotton and food.

The Fed has said it was considering some new rules and issued a
request for public comment, the report related.  In part, the Fed
wants to determine whether the financial system could be hurt if
banks incurred large losses in the volatile commodities markets.

But lawmakers want the Fed to take more action, the report said.
Senator Sherrod Brown, who led Wednesday's hearing on the issue,
said he was "incredulous" that the Fed had been examining the
matter for six years and had yet to make significant changes.

"The Fed's proposal was a timid step," said Mr. Brown, Democrat of
Ohio, the report further related.  "It was too slow in coming, and
there is still too much that we do not know about these activities
and investments."


* Banks Keep Their Mortgage Litigation Reserves a Secret
--------------------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that from JPMorgan Chase's $13 billion settlement over mortgage
securities to lawsuits brought by bondholders, a barrage of
litigation has been raining down on Wall Street banks. Yet the
banks are not disclosing a number that is crucial for assessing
their ability to deal those legal costs. And, curiously, the
regulator that has sway over companies' disclosure practices has
not called on the industry to reveal this important figure so that
investors can weigh the institutions' health.

According to the report, the banks are choosing to settle lawsuits
for their roles in shoddy mortgage practices before the financial
crisis of 2008, paying out multibillion-dollar sums to make
amends. The size of JPMorgan's settlement with the Justice
Department, struck late last year, shocked many in the industry.
Now, other large banks -- in particular, Bank of America, with its
enormous exposure to sour precrisis mortgages -- are expected to
announce painful deals with the government in the coming months.

As these legal threats loom, the nagging question is whether the
banks have properly girded themselves for the payouts. The banks
are supposed to build up a financial cushion in advance to absorb
the estimated cost of the payouts, the report related.

Knowing the size of this cushion, called the litigation reserve,
is extremely important to outsiders trying to weigh the financial
strength of banks, the report said.  For instance, if a bank's
litigation reserve turns out to be much too small for the agreed-
to settlements, it could call into question the strength and
management of the bank.

Yet most banks are not disclosing the overall size of their
litigation reserves. That has left investors and analysts groping
in the dark, the report further related.  "I definitely feel that
the disclosures around this aren't great," said Richard Ramsden, a
bank analyst with Goldman Sachs.


* Medical Debt Will Persist Despite Health Law
----------------------------------------------
Jayne O'Donnell and Paul Overberg, writing for USA Today, reported
that millions of Americans will get health insurance through the
Affordable Care Act that will protect them from potentially
ruinous medical expenses, but a new USA TODAY analysis shows the
health plans they can choose still leave them vulnerable to
thousands in deductibles and other out-of-pocket costs each year.

According to the report, medical insurance deductibles for plans
on the federal exchange covering 34 states average $3,000, and
those for the least expensive, bronze-level plans average $5,082,
according to the USA TODAY analysis of deductible data for
HealthCare.gov. Those costs, according to a recent study, may
still be more than many people can afford.

The USA TODAY analysis also found the lowest out-of-pocket limits
on HealthCare.gov plans were $4,350 for individuals on bronze
plans and $8,700 for families, although these were not the norm
and are likely paired with high premiums, the report related.

Even relatively modest cost sharing can prove unaffordable because
expenses are often unexpected, and most Americans have less than
$3,000 to cover such costs, according to a new Kaiser Family
Foundation report on medical debt among the insured concludes, the
report said.

The new health care law requires consumers' portions of health
care expenses -- known as cost sharing -- to be capped at $6,350
for individuals and $12,700 for families, the report further
related.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  OU1 GR         129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ALSWF US       129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ABT CN         129.8      (11.3)    (10.7)
ACCELERON PHARMA  0A3 GR          48.4      (19.9)      6.2
ACCELERON PHARMA  XLRN US         48.4      (19.9)      6.2
ADVANCED EMISSIO  ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   AXQ GR         454.9     (133.8)    (83.4)
ADVENT SOFTWARE   ADVS US        454.9     (133.8)    (83.4)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AIR CANADA-CL A   ADH GR       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   ADH TH       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AC/A CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AIDIF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 TH      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 GR      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   AIDEF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   AC/B CN      9,481.0   (3,056.0)    105.0
AK STEEL HLDG     AKS* MM      3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 GR       3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 TH       3,766.4     (211.8)    394.9
AK STEEL HLDG     AKS US       3,766.4     (211.8)    394.9
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    AMCX US      2,524.8     (611.9)    790.3
AMC NETWORKS-A    9AC GR       2,524.8     (611.9)    790.3
AMER AXLE & MFG   AYA GR       3,118.5      (46.8)    387.6
AMER AXLE & MFG   AXL US       3,118.5      (46.8)    387.6
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  A1G GR      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  A1G TH      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL* MM     26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL US      26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ US    26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ* MM   26,780.0   (7,922.0)    143.0
AMR CORP          ACP GR      26,780.0   (7,922.0)    143.0
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)    263.0
ANACOR PHARMACEU  ANAC US         44.9       (7.3)     17.0
ANACOR PHARMACEU  44A TH          44.9       (7.3)     17.0
ANACOR PHARMACEU  44A GR          44.9       (7.3)     17.0
ANGIE'S LIST INC  ANGI US        109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL TH         109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL GR         109.7      (23.0)    (24.2)
ARRAY BIOPHARMA   ARRY US        152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 TH         152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 GR         152.6      (13.2)     82.3
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BENEFITFOCUS INC  BTF GR          54.8      (43.9)     (3.6)
BENEFITFOCUS INC  BNFT US         54.8      (43.9)     (3.6)
BERRY PLASTICS G  BP0 GR       5,135.0     (196.0)    653.0
BERRY PLASTICS G  BERY US      5,135.0     (196.0)    653.0
BOSTON PIZZA R-U  BPZZF US       156.7     (108.0)     (4.2)
BOSTON PIZZA R-U  BPF-U CN       156.7     (108.0)     (4.2)
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE  BUI GR       2,594.2     (421.3)    139.7
BURLINGTON STORE  BURL US      2,594.2     (421.3)    139.7
CABLEVISION SY-A  CVC US       6,482.1   (5,284.1)    342.2
CABLEVISION SY-A  CVY GR       6,482.1   (5,284.1)    342.2
CAESARS ENTERTAI  C08 GR      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI  CZR US      26,096.4   (1,496.8)    626.7
CANNAVEST CORP    CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)      -
CC MEDIA-A        CCMO US     15,231.2   (8,370.8)    786.9
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC        CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS     CHH US         555.7     (484.7)     79.2
CHOICE HOTELS     CZH GR         555.7     (484.7)     79.2
CIENA CORP        CIE1 GR      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP        CIEN US      1,802.8      (82.7)    780.7
CIENA CORP        CIEN TE      1,802.8      (82.7)    780.7
CINCINNATI BELL   CBB US       2,551.7     (687.2)   (147.2)
COROWARE INC      HT9B GR          0.3      (32.1)    (31.9)
DIRECTV           DIG1 GR     20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV US      20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV CI      20,588.0   (6,208.0)   (300.0)
DOMINO'S PIZZA    EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV GR         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    DPZ US         468.5   (1,322.2)     76.9
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DYAX CORP         DYAX US         70.6      (38.8)     41.0
DYAX CORP         DY8 GR          70.6      (38.8)     41.0
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
ENTRAVISION CO-A  EV9 GR         455.7       (5.6)     78.1
ENTRAVISION CO-A  EVC US         455.7       (5.6)     78.1
EVERYWARE GLOBAL  EVRY US        356.6      (53.9)    142.5
FAIRPOINT COMMUN  FRP US       1,592.6     (406.7)     30.0
FERRELLGAS-LP     FGP US       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP     FEG GR       1,441.3     (134.9)    (55.6)
FIFTH & PACIFIC   FNP US         957.0     (220.7)    (66.9)
FIFTH & PACIFIC   LIZ GR         957.0     (220.7)    (66.9)
FOREST OIL CORP   FST US       1,909.3      (63.1)   (148.3)
FREESCALE SEMICO  FSL US       3,819.0   (4,526.0)  1,239.0
FREESCALE SEMICO  1FS TH       3,819.0   (4,526.0)  1,239.0
FREESCALE SEMICO  1FS GR       3,819.0   (4,526.0)  1,239.0
GENCORP INC       GY US        1,750.4     (142.6)    111.1
GENCORP INC       GCY TH       1,750.4     (142.6)    111.1
GENCORP INC       GCY GR       1,750.4     (142.6)    111.1
GLG PARTNERS INC  GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C  6GB GR         576.5      (37.0)    286.9
GLOBAL BRASS & C  BRSS US        576.5      (37.0)    286.9
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE  HALO US        110.1       (3.5)     63.2
HALOZYME THERAPE  HALOZ GR       110.1       (3.5)     63.2
HCA HOLDINGS INC  2BH GR      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  2BH TH      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  HCA US      28,393.0   (7,044.0)  2,352.0
HD SUPPLY HOLDIN  5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A   HOV US       1,759.1     (432.8)    956.3
HOVNANIAN ENT-A   HO3 GR       1,759.1     (432.8)    956.3
HOVNANIAN ENT-B   HOVVB US     1,759.1     (432.8)    956.3
HOVNANIAN-A-WI    HOV-W US     1,759.1     (432.8)    956.3
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC          IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU  JE CN        1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  1JE GR       1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  JE US        1,533.5     (359.8)   (281.4)
L BRANDS INC      LTD GR       6,636.0     (820.0)    846.0
L BRANDS INC      LB US        6,636.0     (820.0)    846.0
L BRANDS INC      LTD TH       6,636.0     (820.0)    846.0
LDR HOLDING CORP  LDRH US         78.7       (0.6)      9.6
LEE ENTERPRISES   LEE US         989.0     (102.6)    (11.9)
LEE ENTERPRISES   LE7 GR         989.0     (102.6)    (11.9)
LORILLARD INC     LLV GR       3,555.0   (2,042.0)  1,297.0
LORILLARD INC     LLV TH       3,555.0   (2,042.0)  1,297.0
LORILLARD INC     LO US        3,555.0   (2,042.0)  1,297.0
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MANNKIND CORP     NNF1 GR        287.6     (167.7)   (117.8)
MANNKIND CORP     NNF1 TH        287.6     (167.7)   (117.8)
MANNKIND CORP     MNKD US        287.6     (167.7)   (117.8)
MARRIOTT INTL-A   MAR US       6,480.0   (1,409.0)   (776.0)
MARRIOTT INTL-A   MAQ GR       6,480.0   (1,409.0)   (776.0)
MDC PARTNERS-A    MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MD7A GR      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MDZ/A CN     1,365.7      (40.1)   (211.1)
MEDIA GENERAL     MEG US         749.9     (217.2)     36.8
MERITOR INC       AID1 GR      2,570.0     (822.0)    338.0
MERITOR INC       MTOR US      2,570.0     (822.0)    338.0
MERRIMACK PHARMA  MACK US        224.2      (16.6)    139.4
MERRIMACK PHARMA  MP6 GR         224.2      (16.6)    139.4
MIRATI THERAPEUT  MRTX US         18.0      (23.6)    (24.5)
MONEYGRAM INTERN  MGI US       4,923.2     (116.3)     49.2
MORGANS HOTEL GR  MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  XWM GR         982.5     (217.5)    139.1
NATIONAL CINEMED  NCMI US        982.5     (217.5)    139.1
NAVISTAR INTL     NAV US       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR GR       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR TH       8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT  NKTR US        383.0      (50.3)    127.0
NEKTAR THERAPEUT  ITH GR         383.0      (50.3)    127.0
NORCRAFT COS INC  NCFT US        265.0       (6.1)     47.7
NORCRAFT COS INC  6NC GR         265.0       (6.1)     47.7
NORTHWEST BIO     NWBO US          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.4       (6.9)     (2.7)
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OMEROS CORP       3O8 GR          12.0      (23.9)     (1.6)
OMEROS CORP       OMER US         12.0      (23.9)     (1.6)
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
OPHTHTECH CORP    O2T GR          40.2       (7.3)     34.3
OPHTHTECH CORP    OPHT US         40.2       (7.3)     34.3
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  PM1CHF EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1 TE      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM US       36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM FP       36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 TH      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PMI SW      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1EUR EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 GR      36,795.0   (5,908.0)     (2.0)
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS  PGEM US      1,088.3      (37.7)    212.1
PLY GEM HOLDINGS  PG6 GR       1,088.3      (37.7)    212.1
PROTALEX INC      PRTX US          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QLTY US        465.1      (38.1)     92.3
QUINTILES TRANSN  QTS GR       2,842.0     (712.0)    382.8
QUINTILES TRANSN  Q US         2,842.0     (712.0)    382.8
RE/MAX HOLDINGS   2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS   RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A  RETA GR      2,508.3     (658.5)     54.0
REGAL ENTERTAI-A  RGC US       2,508.3     (658.5)     54.0
RENAISSANCE LEA   RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC      PRM US         208.0      (91.7)      3.6
RETROPHIN INC     RTRX US         21.4       (5.8)    (10.3)
REVLON INC-A      REV US       1,259.4     (619.8)    192.4
REVLON INC-A      RVL1 GR      1,259.4     (619.8)    192.4
RINGCENTRAL IN-A  3RCA GR         60.8      (25.3)    (10.9)
RINGCENTRAL IN-A  RNG US          60.8      (25.3)    (10.9)
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       1,950.1     (303.5)    473.2
SALLY BEAUTY HOL  SBH US       1,950.1     (303.5)    473.2
SILVER SPRING NE  9SI GR         513.9      (88.9)     76.3
SILVER SPRING NE  SSNI US        513.9      (88.9)     76.3
SILVER SPRING NE  9SI TH         513.9      (88.9)     76.3
SUNESIS PHARMAC   SNSS US         46.6       (5.8)     11.2
SUNESIS PHARMAC   RYIN GR         46.6       (5.8)     11.2
SUNGAME CORP      SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC     SJ1 GR       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SVU US       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SJ1 TH       4,738.0   (1,031.0)    154.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TCO US       3,438.8     (211.5)      -
TAUBMAN CENTERS   TU8 GR       3,438.8     (211.5)      -
THRESHOLD PHARMA  THLD US        101.0      (17.5)     74.4
THRESHOLD PHARMA  NZW1 GR        101.0      (17.5)     74.4
TOWN SPORTS INTE  CLUB US        408.9      (40.4)     (3.9)
TOWN SPORTS INTE  T3D GR         408.9      (40.4)     (3.9)
TRANSDIGM GROUP   TDG US       6,148.9     (336.4)    998.0
TRANSDIGM GROUP   T7D GR       6,148.9     (336.4)    998.0
ULTRA PETROLEUM   UPL US       2,069.0     (376.8)   (243.9)
ULTRA PETROLEUM   UPM GR       2,069.0     (376.8)   (243.9)
UNISYS CORP       UISEUR EU    2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS1 SW      2,237.7   (1,509.9)    411.6
UNISYS CORP       UISCHF EU    2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 TH      2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 GR      2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS US       2,237.7   (1,509.9)    411.6
VECTOR GROUP LTD  VGR GR       1,121.0     (192.6)    316.7
VECTOR GROUP LTD  VGR US       1,121.0     (192.6)    316.7
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRS GR       2,330.0     (493.8)     97.7
VERISIGN INC      VRS TH       2,330.0     (493.8)     97.7
VERISIGN INC      VRSN US      2,330.0     (493.8)     97.7
VERSO PAPER CORP  VRS US       1,094.4     (409.5)     84.9
VINCE HOLDING CO  VNCE US        467.8     (179.1)      7.7
VINCE HOLDING CO  VNC GR         467.8     (179.1)      7.7
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 GR       1,408.2   (1,509.4)    (79.8)
WEIGHT WATCHERS   WTW US       1,408.2   (1,509.4)    (79.8)
WEST CORP         WT2 GR       3,480.7     (782.6)    349.0
WEST CORP         WSTC US      3,480.7     (782.6)    349.0
WESTMORELAND COA  WME GR         939.8     (280.3)      4.1
WESTMORELAND COA  WLB US         939.8     (280.3)      4.1
XERIUM TECHNOLOG  XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG  TXRN GR        626.9      (25.4)    128.4
XOMA CORP         XOMA US         91.0      (13.5)     58.8
XOMA CORP         XOMA GR         91.0      (13.5)     58.8
XOMA CORP         XOMA TH         91.0      (13.5)     58.8
ZOGENIX INC       ZGNX US         54.6      (13.9)      3.1
ZOGENIX INC       Z08 TH          54.6      (13.9)      3.1


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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