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

            Monday, December 9, 2013, Vol. 17, No. 341

                            Headlines

A&S BOOKSELLERS: President Did Not Engage in Fraud, Court Says
ADVANCED COMPUTER: Court Has No Jurisdiction on Berrios' Fee Bid
ADVANTAGE SALES: Moody's Rates $150MM 1st Lien Credit Notes 'B1'
ALPHABET HOLDING: Moody's Rates $450MM Sr. Unsecured Notes 'Caa1'
AMERICAN AIRLINES: Overcomes Another Hurdle to US Airways Merger

AMERICAN AIRLINES: LaGuardia Flights Sold to Southwest, Virgin
AMERICAN AIRLINES: Moody's Assigns B1 CFR & Rates $1.9BB Debt Ba2
AMERICAN AIRLINES: New CEO Seeks to Top $1 Billion Goal in Merger
AMERICAN APPAREL: Lion/Hollywood Holds 16.4% Equity Stake
AMERICAN MEDIA: Files Copy of Investor Presentation with SEC

ANGLO IRISH: Bank Says Borrowers Would Hamper Asset Sale
ATARI INC: Liquidation Approved With No Creditor Objection
ATLANTIC COAST: Closes $48.3 Million Common Stock Offering
AUXILIUM PHARMACEUTICALS: Moody's Alteres Outlook to Negative
BERKS BEHAVIORAL: Directed to Produce Docs in St. Joseph Suit

BERNARD L. MADOFF: Billions More in Recoveries at Stake in Cases
BERNARD L. MADOFF: J.P. Morgan Is in Talks With U.S. Over Warnings
CAESARS ENTERTAINMENT: CERP Posts $23.6 Million Net Income in Q3
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CAPITOL RECYCLING: Voluntary Chapter 11 Case Summary

CCC ATLANTIC: Counterclaims vs. Wells Fargo Dismissed
CITIZENS SECURITY: A.M. Best Raises Issuer Credit Rating From 'bb'
CLAIRE'S STORES: Incurs $25.5 Million Net Loss in Third Quarter
CLEAR CHANNEL: Bank Debt Trades at 4% Off
DELTA AIR: Moody's Affirms B1 CFR & Changes Outlook to Positive

DETROIT, MI: Objectors Ask to Appeal Directly to Circuit Court
DETROIT, MI: Workers Join Pensions in Seeking Direct Appeal
DETROIT, MI: Bankruptcy Chief Tries to Steer Around Challenges
DETROIT, MI: Art Collection Worth Up to $866 Million
ELCOM HOTEL: Unit Owners' $13-Mil. Bid Wins Bankruptcy Auction

EWGS INTERMEDIARY: Hilco Buys Inventory at 98% of Cost
EXCEL MARITIME: Files Schedules of Assets and Liabilities
FAIRMONT GENERAL: Seeks to Expand Hammond Hanlon's Services
FIBERTOWER CORP: Second Amended Plan Filed
GENERAL CHEMICALS: Chemtrade Deal No Impact on Moody's Ratings

GENERAL MOTORS: Akerson to Speak at National Press Club on Dec. 16
GMX RESOURCES: First Amended Chapter 11 Plan Filed
GOOD NEWS CHURCH TOPEKA: Case Summary & 4 Unsecured Creditors
GORDIAN MEDICAL: Court Accepts IRS's Late-Filed Claim
GRAYMARK HEALTHCARE: Now Known as "Foundation Healthcare, Inc."

HEADWATERS INC: Moody's Rates Proposed Unsecured Notes 'Caa2'
HOVNANIAN ENTERPRISES: Fitch Raises Issuer Default Rating to B-
HOWREY LLP: Trustee Sets Sights on Seyfarth to Recover Assets
INSPIRATION BIOPHARMA: Full-Payment Plan Confirmed
INSPIREMD INC: Appoints VP of Global Sales Operations

INTELLICELL BIOSCIENCES: Authorized Common Shares Hiked to 1.5BB
INT'L FOREIGN EXCHANGE: Files Schedules of Assets and Liabilities
INTERFAITH MEDICAL: Dec. 9 Hearing on Exclusivity Extension
JC PENNEY: Bank Debt Trades at 2% Off
LANDAUER HEALTHCARE: Dec. 20 Hearing on Exclusivity Extension

LEHMAN BROTHERS: Claims Objection Deadline Moved to 2015
LEHMAN BROTHERS: LBI Trustee Seeks to Pay Grace Claim in Cash
LEHMAN BROTHERS: Court Okays Settlement With Exum Ridge
LEHMAN BROTHERS: Baupost Bid to Quash Subpoena Denied
LANDS' END: Spin-Off from Sears Carries Fraudulent Conveyance Risk

LIGHTSQUARED INC: Dish's Ergen Seeks More Spectrum
LIGHTSQUARED INC: Hostile Takeover to Culminate Jan. 9
LLS AMERICA: Judge Recommends C$13,238 Award vs Masterline Design
LLS AMERICA: Judge Recommends $13,270 Award vs. Natasha Khan
LLS AMERICA: Bid to Dismiss Claims v. Coopers, et al., Denied

LLS AMERICA: Dist. Court Dismisses Certain Defendants in 7 Cases
LONGVIEW POWER: Dec. 18 Hearing on Approval of Incentive Plan
LONGVIEW POWER: Taps Raymond Dombrowski as Restructuring Officer
LONGVIEW POWER: Asks Court to Approve More Tasks for Ernst & Young
MERCATOR MINERALS: Lenders Extend Forbearance to Dec. 13

METRO AFFILIATES: Wins Final Loan Approval Pending Sale
MF GLOBAL: 2nd Circ. Nixes Customers' Bid for Ch. 11 Priority
MILLION AIR: Moody's Affirms 'B1' Rating on Revenue Bonds
MOTORS LIQUIDATION: To Make Special Excess Distribution
NCR CORP: Moody's Rates New Unsec. Bond Notes 'Ba3', Outlook Neg

NGPL PIPECO: Bank Debt Trades at 8% Off
NNN 3500: Appraisal Unlimited Approved as Expert
NNN PARKWAY: Hearing on Cash Use Continued Until Dec. 13
NORTEL NETWORKS: 3rd Circ. Rules Out Arbitration in Cash Dispute
NORTH END TIMBER: Three Rivers & Simpson Not Entitled to Recovery

NORTH TEXAS BANCSHARES: Sale Of Dallas Bank Lacks Details
NORTHERN BEEF: To Be Sold to White Oak for $44.3 Million
OCZ TECHNOLOGY: Auction Procedure Hearing Set for Dec. 19
ORCHARD SUPPLY: Sears Closed 14 Locations in Third Quarter
OVERSEAS SHIPHOLDING: Wants Until Feb. 28 to File Chapter 11 Plan

PACIFIC ARCHITECTS: Moody's Rates Ammended Debt Facility 'B2'
PACIFIC THOMAS: Banks Still Objecting to Plan Outline Approval
PETTERS COMPANY: Judge Won't Shorten Petters' Sentence
PGA FLYOVER: Post Status Conference Scheduled for Jan. 9
PPL ENERGY: Fitch Affirms 'BB+' Jr. Subordinated Notes Rating

PRECISION TRANSPORTATION: Voluntary Chapter 11 Case Summary
REVSTONE INDUSTRIES: Creditors' Bid for Trustee Is 'Cynical Play'
ROGERS BANCSHARES: Cheryl Shuffield Okayed as Liquidation Officer
SCOTTSDALE VENETIAN: Revises Plan for 3rd Time, Finds Buyer
SCRUB ISLAND: Insists on Reorganization in the U.S.

SEACOR HOLDING: Fitch Affirms 'BB-' Long-term IDR & Debt Ratings
SEARS HOLDINGS: Lands' End Spin-Off Has Fraudulent Conveyance Risk
SEARS HOLDINGS: Weakened Lands' End Won't Be Freed by Spinoff
SHERIDAN INVESTMENT: Moody's Assigns 'B2' CFR & Rates Notes 'B2'
SOUTHERN ONE: Court Approves Plan of Reorganization

STOCKTON, CA: Returns to Solvency, With Pension Problem Unsolved
TAMPA WAREHOUSE: Files for Chapter 11 in Charlotte
TAMPA WAREHOUSE: Taps Tomblin Farmer as Bankruptcy Counsel
TAMPA WAREHOUSE: Section 341(a) Meeting Set on Jan. 15
TAMPA WAREHOUSE: Case Summary & 18 Largest Unsecured Creditors

THERAKOS INC: Moody's Says Dividend Recap. is Credit Negative
TIMIOS NATIONAL: YA Global Held 73% Equity Stake at Dec. 4
TMT GROUP: Can Seek Release Of Creditor-Seized Ships
TOP ROOFING: Complaint Against Roy Kirby & Sons Dismissed
TOYS R US: Bank Debt Trades at 3% Off

TXU CORP: 2014 Bank Debt Trades at 28% Off
TXU CORP: 2017 Bank Debt Trades at 30% Off
UNIFIED 2020 REALTY: Again Amends Plan; Hearing Reset to January
UNITED CONTINENTAL: Moody's Affirms 'B2' CFR, Outlook Positive
VIVATAR INC: Case Summary & 20 Largest Unsecured Creditors

W.R. GRACE: Awaits Last Appeal to Implement Asbestos Plan
WOODS & WATER: Voluntary Chapter 11 Case Summary
YBA NINETEEN: Denied Stay Pending Appeal of Case Conversion Order
ZACKY FARMS: Seeks Plan Confirmation on Wednesday

* Undisclosed Facts Form Basis for Revoking Discharge
* Misspending Marital Property Dischargeable in Chapter 13

* Citigroup, Wells Fargo Accused by L.A. of Discrimination
* New-Home Sales in U.S. Rebound From One-Year Low
* Retailers Post Weak November Sales
* SEC Considers More Oversight over Proxy Advisers
* Volcker Rule to Require CEOs Guarantee Compliance
* Volcker Rule Won't Allow Banks to Use "Portfolio Hedging"

* Leonard Hall Among List of Top Rated Lawyers in Kansas

* 9th Cir. Appoints August Landis as Nevada Bankruptcy Judge

* BOND PRICING -- For The Week From Dec. 2 to 6, 2013


                            *********


A&S BOOKSELLERS: President Did Not Engage in Fraud, Court Says
--------------------------------------------------------------
NATIONWIDE BOOK INDUSTRIES, LLC, Plaintiff, v. ANDREW WEISS,
Defendant, Civil Action No. 11-12195-JGD arises out of a series of
purchase orders under which the plaintiff, Nationwide Book
Industries, LLC, agreed to sell more than 216,000 books to the
defendant A&S Booksellers, Inc.  Nationwide claims that it made
its initial sales to A&S, and continued to ship books to A&S,
based on repeated assurances from A&S' principal, defendant Andrew
Weiss, that A&S' business was prospering and that payment to
Nationwide would be made in full.  It further claims that Mr.
Weiss' representations were false, and were made only as a
pretense to obtain books from the plaintiff without paying for
them.  By its Complaint, Nationwide has brought claims against A&S
for breach of contract (Count I) and unfair and deceptive business
practices (Count II).  It has also asserted a claim against Mr.
Weiss for fraudulent pretense and deception, by which A&S is
seeking to hold Mr. Weiss personally liable for A&S' debt under
Mass. Gen. Laws ch. 93A (Count III).  On January 13, 2012, A&S
filed for Chapter 11 bankruptcy, as a result of which Nationwide's
claims against that defendant are currently stayed.

A trial of Nationwide's claims against Mr. Weiss was held before a
Massachusetts district court on August 12, 2013. Mr. Weiss and
Erez Bredmehl, the principal of Nationwide, testified.

After careful review, Judge Judith Gail Dein held that Nationwide
has failed to meet its burden of proving that Mr. Weiss acted with
fraudulent intent when he ordered the books, or that Mr. Weiss
made actionable misrepresentations of fact.  In addition,
Nationwide has not met its burden of proving that its reliance on
Mr. Weiss' representations was reasonable, the Court said.

Accordingly, the Massachusetts District Court entered judgment in
favor of Mr. Weiss on Nationwide's claims against him.

A copy of the District Court's Oct. 21, 2013 Findings of Fact and
Rulings of Law is available at http://is.gd/KH1j4qfrom
Leagle.com.

                       About A&S Booksellers

A&S Booksellers, Inc., filed for Chapter 11 bankruptcy (Bankr.
C.D. Cal. Case No. 12-10392) on Jan. 13, 2012.  Judge Victoria S.
Kaufman oversees the case.  The Law Offices of Michael Jay Berger,
Esq. -- michael.berger@bankruptcypower.com -- serves as the
Debtor's counsel.  In its petition, the Debtor estimated $100,001
to $500,000 in assets and $1 million to $10 million in debts.  The
petition was signed by Andrew Weiss, president.

A&S Booksellers, Inc., in West Hills, California, does business as
A+S Booksellers, Crown Books West Corporation, Crown Books
Corporation, Kids & Design, Crown Design, Crown Kids & Design,
Crown Outlet, A&S Bargain Books, Century City/Crown Books, A+S
Crown Books, Super Crown & Design, Broders Books, Inc., R.I.P.
Halloween, Super Crown Books Corporation, and Crown Books &
Design.


ADVANCED COMPUTER: Court Has No Jurisdiction on Berrios' Fee Bid
----------------------------------------------------------------
Judge Brian Tester denied the request of Berrios & Longo Law
Offices for payment of attorney's fees in relation to the
bankruptcy case of Advanced Computer Technology (ACT), Inc.,
saying that the U.S. Bankruptcy Court for the District of Puerto
Rico lacks jurisdiction to consider the fee application.

The Debtor's case was dismissed in August 2013, and Berrios did
not file its fee application until a week after the dismissal, the
Court noted.

Berrios sought dismissal of the Debtor's case.

A copy of Judge Tester's Oct. 15, 2013 Order is available at
http://is.gd/calEnsfrom Leagle.com.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology (ACT),
Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-04454) in Old San Juan on June 6, 2012.  The Debtor, an
information system consulting firm, disclosed $10.34 million in
assets and $6.176 million in liabilities in its schedules.  It
said software and licenses rights are worth $6.30 million.  The
value of its 100% ownership of Sprinter Solutions, Inc., is
unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.

The case was dismissed with prejudice on Aug. 20, 2013, and the
Debtor is barred from re-filing a bankruptcy case for a period of
one year.  The Motion to Dismiss was brought by Berrios & Longo
Law Offices.


ADVANTAGE SALES: Moody's Rates $150MM 1st Lien Credit Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
("CFR") of Advantage Sales & Marketing Inc. ("ASM") in
anticipation of the company's planned $225 million add-on to its
existing first lien senior secured term loan and changed the
ratings outlook to stable from positive. Moody's also assigned a
B1 rating to the company's proposed $150 million first lien senior
secured revolving credit facility due 2017. Concurrently, Moody's
affirmed the company's B2-PD probability of default rating
("PDR"), the B1 rating for the $1,215 million (upsized from $990
million) first lien senior secured term loan due 2017 and the Caa1
rating on the second lien term loan.

ASM plans to use a portion of the proceeds from the proposed $225
million add-on issuance to finance the purchase consideration for
the approximately 31% interest in Advantage Waypoint LLC ("AWP")
that it doesn't currently own. The balance of proceeds will be
used to fund future strategic initiatives and pay related
transaction fees and expenses. The ratings are subject to receipt
and review of final documentation.

The company is seeking to amend both the first and second lien
credit agreements to permit the proposed tack-on first lien term
loan issuance, add capability to dividend out up to $100 million
(within 12 months of transaction closing if proceeds herein
earmarked for strategic initiatives are not utilized) and modify
certain of the baskets and debt incurrence ratio tests relating to
acquisitions and incremental indebtedness.

The affirmation of ASM's CFR reflects Moody's view that the
proposed transaction is leverage neutral and will not result in a
material change in the company's credit profile. While the
absolute amount of funded debt increases due to the proposed debt
issuance, it is balanced by AWP's expected inclusion in the credit
group as a restricted subsidiary, a key assumption underlying the
B2 CFR. The company's pro-forma leverage, as measured by Moody's
adjusted debt to EBITDA, incorporating the 100% EBITDA
contribution from AWP (previously an unrestricted subsidiary) and
Moody's standard analytical adjustments (including capitalization
of operating leases), was approximately 5.5 times for the LTM
period ended September 30, 2013. In comparison, ASM's pre-
transaction leverage (Moody's adjusted but excluding the EBITDA
contribution from AWP) was about 5.5 times for the same time
period.

The change in outlook to stable from positive reflects Moody's
view that given ASM's private equity ownership and the increased
potential for future debt funded dividends and/or acquisitions,
the company will be managed to a higher leverage level than
originally expected. The stable outlook incorporates Moody's
expectation that favorable industry trends regarding outsourcing
of sales and marketing activities will continue and ASM will
continue to demonstrate revenue and earnings growth from new
client wins.

Ratings assigned:

  Proposed $150 million first lien senior secured revolving credit
  facility due 2017 at B1 (LGD3, 38%)

Ratings affirmed:

  Corporate family rating at B2

  Probability of default rating at B2-PD

Ratings affirmed and LGD point estimates adjusted:

  $1,215 million (upsized from $990 million) first lien senior
  secured term loan due 2017 at B1 (LGD3, 38%) from B1 (LGD3, 35%)

  $330 million second lien senior secured term loan due 2018 at
  Caa1 (LGD5, 89%) from Caa1 (LGD5, 87%).

Ratings to be withdrawn at transaction closing:

  $100 million first lien senior secured revolving credit facility
  due 2015 at B1 (LGD3, 35%)

The rating outlook is stable.

Ratings Rationale:

The B2 corporate family rating reflects ASM's high leverage as
measured by debt to EBITDA of about 5.5 times (incorporating 100%
EBITDA contribution from AWP and Moody's standard analytical
adjustments, including capitalization of operating leases) for the
LTM period ended September 30, 2013. The rating further considers
the favorable free cash flow characteristics of the company's
business model, some customer concentration, ongoing acquisition
risk and the potential for dividends given ownership by private
equity. Notwithstanding these concerns, the rating is supported by
ASM's large scale within the sales and marketing agency ("SMA")
industry, national coverage, significant barriers to entry, the
resilience of its operating performance during the most recent
economic downturn, a highly variable cost structure, track-record
of revenue and earnings growth, the stable nature of the
underlying products it represents, and solid pro forma interest
coverage metrics (adjusted for the proposed add-on issuance).

The ratings could be upgraded if ASM organically grows its
earnings such that debt to EBITDA sustainably approaches 5.0
times, EBITDA less capex to interest exceeds 2.5 times, and free
cash flow as a percentage of debt is in the high single-digit
range. An upgrade would also require commitment to conservative
financial policies with regards to dividends and acquisitions.

The ratings could be downgraded if an erosion in operating
performance or a debt financed acquisition/dividend results in
debt to EBITDA approaching 7.0 times in a sustained manner, EBITDA
less capex to interest approaching 1.5 times, or free cash flow as
a percentage of debt declining to below 2%.

Advantage Sales & Marketing Inc. is a national Sales and Marketing
Agency in the U.S., providing outsourced sales, marketing and
merchandising services to manufacturers, suppliers and producers
of consumer packaged goods.


ALPHABET HOLDING: Moody's Rates $450MM Sr. Unsecured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Alphabet Holding Company, Inc., parent company of NBTY, Inc.
The Probability of Default Rating was also affirmed at B2-PD. The
affirmation follows NBTY's announcement that it is seeking to
raise a $450 million add-on to its senior unsecured Holdco notes.
At the same time, Moody's rated the proposed $450 million senior
unsecured Holdco notes add-on at Caa1. The rating outlook remains
stable.

For Alphabet Holding Company, Inc.

The following rating is assigned:

  Proposed $450 million senior unsecured notes due November 2017
  at Caa1 (LGD 5, 89%)

The following ratings are affirmed with LGD point estimates
changed:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $550 million senior unsecured notes due November 2017 at Caa1
  (to LGD 5, 89% from LGD 6, 92%)

For NBTY, Inc.

The following ratings are affirmed with LGD point estimate
changes:

  Senior secured bank credit facilities at Ba3 (LGD 2, to 23% from
  LGD 2, 26%)

  Senior unsecured notes due October 2018 at B3 (to LGD 4, 64%
  from LGD 5, 74%)

Ratings Rationale:

The proceeds of the proposed $450 million senior unsecured Holdco
notes add-on will be used to finance a dividend to NBTY's ultimate
financial sponsor owner, The Carlyle Group. Moody's estimates that
the incremental debt will increase debt to EBITDA to 6.2 times
from 5.5 times for the twelve months ended September 30, 2013. The
affirmation of the B2 Corporate Family Rating acknowledges that
although NBTY's leverage will increase, credit metrics will remain
in line with NBTY's B2 Corporate Family Rating. Furthermore, the
affirmation acknowledges Moody's expectation that leverage will
remain in line with the B2 Corporate Family Rating going forward.
Barring any further debt financed dividends, leverage will
moderately improve as a result of earnings growth and debt
repayments. However, given NBTY's history of making debt financed
dividends, the risk is high that NBTY will choose to increase its
debt levels again.

NBTY's B2 Corporate Family Rating reflects its high leverage with
debt to EBITDA of about 6.2 times pro forma for the $450 million
increase in its Holdco notes and its adequate interest coverage
with EBITA to interest expense of 1.7 times. Moody's anticipates
that NBTY's earnings will modestly grow over the next twelve to
eighteen months from a modest increase in sales as well as cost
efficiencies achieved from its closure of seven of its
manufacturing/packaging and distribution facilities. In addition,
Moody's believes that earnings should also benefit from the growth
in the branded wholesale business.

The rating is supported by NBTY's very good liquidity and its
portfolio of well known brands. Positive ratings consideration is
also given to the healthy growth of the vitamin, mineral, and
nutritional supplement ("VMNS") industry due to an increasing
number of Americans over the age of 50. However, competition in
the sector has increased as larger players such as Pfizer have
expanded their presence. In addition, NBTY's growth has not kept
pace with the industry growth due to strategic changes made by the
company, particularly the exit of certain parts of the private
label business. Negative ratings consideration is given to NBTY's
aggressive financial policy and to the risk of adverse publicity
and for potential product recalls associated with the VMNS
industry.

The stable outlook reflects Moody's view that earnings will
modestly improve but that leverage is likely to remain at a level
indicative of a B2 rating.

Ratings could be upgraded should NBTY's operating performance
improve such that NBTY will be able to maintain debt to EBITDA
below 5.25 times. In addition, an upgrade would require the
company to maintain good liquidity and financial policies that
would support this level of leverage. The degree of any ratings
improvement, however, is constrained by the company's relatively
small scale, the potential for volatility given its focus on the
VMNS industry, and its aggressive financial policies.

Ratings could be downgraded should NBTY's operating performance
deteriorate, or the company make a sizable debt financed
acquisition or material shareholder friendly activity such that
debt to EBITDA remains above 6.5 times for an extended period or
EBITA to interest expense approaches 1.5 times.

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global
vertically-integrated manufacturer, marketer, and retailer of
vitamin, mineral, and nutritional supplements ("VMNS") in the
United States and throughout the world. The company operates
approximately 1,400 stores in the US (Vitamin World) and Europe
(Holland & Barrett, GNC, De Tuinen, Nature's Way). It also is a
wholesale supplier of private label and branded VMNS products,
such as Nature's Bounty, Met-Rx, and Ester-C, to major retailers
in the US. Revenues are about $3.2 billion. NBTY is a subsidiary
of Alphabet Holding Company, Inc. who is owned by The Carlyle
Group.


AMERICAN AIRLINES: Overcomes Another Hurdle to US Airways Merger
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. will merge on Dec. 9 with US Airways Group
Inc. unless plaintiffs in a private antitrust lawsuit can persuade
a federal district judge to issue an injunction.

According to the report, after AMR, the parent of American
Airlines Inc., settled the antitrust suit brought by the U.S.
Justice Department, U.S. Bankruptcy Judge Sean Lane issued a 32-
page opinion on Nov. 27 rejecting an effort by a group of private
antitrust plaintiffs to enjoin the merger.

Judge Lane wrote a two-page follow-up opinion on Dec. 4, where he
refused to grant the private plaintiffs a stay pending appeal,
allowing the merger to proceed. For the private plaintiffs, the
last shot at stopping the merger would rest in an application to a
district judge.

In refusing to enjoin the merger last month, Judge Lane said the
plaintiffs "utterly failed to establish irreparable harm," one of
the requirements for an injunction. Judge Lane found other faults
in their request for a stay.

AMR rose 4.2 percent on Dec. 5, closing at $10.60 in over-the-
counter trading. The stock fell as low as $2.57 in August, after
the government sued to bar the merger. The post-bankruptcy closing
high was $12.25 on Nov. 27.

                     About American Airlines

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: LaGuardia Flights Sold to Southwest, Virgin
--------------------------------------------------------------
Mary Schlangenstein, writing for Bloomberg News, reported that
Southwest Airlines Co. and Virgin America Inc. are poised to add
flights at New York's LaGuardia Airport as American Airlines and
US Airways Group Inc. pull back there to settle the U.S. antitrust
lawsuit against their merger.

According to the report, Southwest, the biggest discount carrier,
will buy 12 new flight slots, enough for six daily round trips,
along with 10 slots now leased from American, the Federal Aviation
Administration said in a regulatory filing. Virgin America will
get 12 flight slots.

The FAA said it approved the transactions after the U.S. Justice
Department required that American and US Airways divest flight
rights as a condition of their merger, which is set to close on
Dec. 9, the report related.  Talks are under way on how American
and US Airways will divest slots for 104 daily flights at
Washington's Reagan Airport, two people familiar with the matter
said.

"We're excited to have the opportunity to serve LaGuardia," Madhu
Unnikrishnan, a Virgin America spokesman, said in a Dec. 6
interview with Bloomberg. "We'll release more details on our
network plans in the weeks ahead when the DOJ process is
finalized."

Federal regulators had said the flight slots should go to low-cost
carriers such as Southwest, Virgin and JetBlue Airways Corp. to
ensure that discount competition would be sustained at LaGuardia
and Reagan, the report related.  The Justice Department argued in
an Aug. 13 lawsuit that the $17.8 billion merger would boost
prices.

                      About American Airlines

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN AIRLINES: Moody's Assigns B1 CFR & Rates $1.9BB Debt Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned corporate ratings to
American Airlines Group, Inc. ("AAG"): Corporate Family ("CFR") of
B1, Probability of Default of B1-PD, and Speculative Grade
Liquidity of SGL-1. Moody's assigned a Ba2 rating to the $1.9
billion senior secured term loan facility of American Airlines,
Inc. due in 2019 and to the $1.0 billion revolving credit facility
maturing in 2018, both of which AAG, US Airways Group, Inc. and US
Airways Inc. will each guarantee. Moody's also upgraded the
ratings on the Series 2001-1 and Series 2011-1 Enhanced Equipment
Trust Certificates ("EETCs") of American Airlines, Inc. as
detailed in the accompanying debt list. The outlook is stable.

The ratings have been assigned in anticipation of completion of
the stock-for-stock merger between AMR Corporation (unrated) and
US Airways Group, Inc. scheduled to occur on or within days after
December 9, 2013. The merger will occur simultaneously with AMR
Corporation's (unrated) emergence from Chapter 11 bankruptcy
protection. The ratings consider the company's post-merger,
consolidated credit profile, including very good liquidity, a
leading industry EBITDA margin, improved domestic network
efficiencies that Moody's believes will flow from combining the
airlines under a single operating certificate and some balance
sheet de-levering from cash on hand. Upon completion of the
merger, US Airways Group, Inc. will become a holding company
subsidiary of AMR Corporation, which will change its name to
American Airlines Group, Inc. AAG and American Airlines, Inc. will
become guarantors of US Airways, Inc.'s $1.0 billion term loan
facility due 2019 and $600 million term loan facility due 2016
("Airways' Term Loans") and US Airways Group Inc.'s $500 million,
6.125% Senior Unsecured Notes due June 2018 ("Airways' Notes").

Moody's has also resolved its review of its ratings of US Airways
Group, Inc. that it had initiated on August 12, 2013. Moody's
raised its family ratings of US Airways Group, Inc. by two
notches: Corporate Family to B1 from B3 and Probability of Default
to B1-PD from B3-PD. Moody's upgraded the rating on Airways' Term
Loan to Ba2 from B2 and on Airways' Notes to B3 from Caa2. The
assignments or upgrades of ratings on the companies' credit
facilities or bonds in this transaction are based on a
consolidated Loss Given Default waterfall. Moody's upgraded the
ratings on each of US Airways, Inc's or America West Airlines'
EETCs as detailed in the accompanying debt list. Moody's has
withdrawn the SGL-3 Speculative Grade Liquidity rating assigned to
US Airways Group, Inc. and changed the outlook to stable. Upon
completion of the merger, Moody's will withdraw the B1 Corporate
Family and B1-PD Probability of Default ratings assigned to US
Airways Group, Inc.

Ratings Rationale:

The B1 CFR reflects AAG's leading position in the global passenger
airline industry, the favorable operating performance momentum
that US Airways brings to the combined company and the improved
cost structure of American Airlines, Inc. following its
reorganization under Chapter 11, supportive credit metrics and
very good liquidity. At about $40 billion, the consolidated annual
revenue of AAG will leap-frog that of United Continental Holdings,
Inc, making AAG the largest passenger airline in the world,
measured by annual revenues. "AMR utilized the bankruptcy process
to achieve a leading airline industry operating cost structure
that rivals that of Delta's," said Moody's Senior Credit Officer,
Jonathan Root. "Combining with US Airways will provide a stronger
domestic network that should increase appeal to corporate accounts
as well as improve passenger feed to its international network,"
continued Root.

Moody's believes that the risk of a disruption to operations
arising from the integration of the operating companies will be
moderate. Combining the operations and systems in a single airline
operating company will be completed after receipt of a single
operating certificate from the US Federal Aviation Administration,
which will likely occur sometime in 2015. Moody's anticipates that
the company will have more than $9 billion of consolidated
unrestricted cash and a committed, undrawn $1.0 billion revolving
credit facility upon closing of the merger after the distributions
required by the Chapter 11 plan of reorganization will provide AAG
with the strongest liquidity of any of the 14 airlines Moody's
rates and further supports the ratings. While not impairing
liquidity, the ratings anticipate that the company will use some
of the cash to either repay debt, pay for new deliveries, or both,
leading to improved credit metrics by 2015. Reducing debt in the
near term will be helpful to limit upward pressure on financial
leverage because of the company's large order book, which will
stand at about $25 billion for more than 550 aircraft on a
consolidated basis for deliveries through 2023. Moody's
anticipates that a large portion of the order book will be
financed with debt, or via operating leases, which will lead to
some levering of the capital structure. However, the gains in fuel
and maintenance efficiency by replacing more than half of the
combined mainline fleet will be important for offsetting pressure
on earnings beyond 2015 given the continuing cyclical nature of
the industry.

The upgrades of the EETCs of US Airways and of America West
Airlines accompany the upgrade of the CFR of AAG and are based on
the B1 CFR rating of AAG, notwithstanding that neither AAG nor
American Airlines will guarantee US Airways obligations under the
equipment notes of the separate EETC financings. Certain tranches
were upgraded by more than the two notch lift of the CFR based on
Moody's estimates of loan-to-values and the relative importance of
specific aircraft types to AAG's combined operations. Moody's
anticipates that the survivor of the legal merger of the airline
operating companies that will likely occur following the receipt
of a single operating certificate will become the obligor of the
equipment notes of all of the combined companies EETCs.

Moody's also upgraded the ratings assigned to the Series 2001-1
and Series 2011-1 EETCs issued by American Airlines. The Series
2001-1 transaction finances 32 McDonnell Douglas MD80's, valued at
about scrap value of about $1.0 million per airplane.
Notwithstanding estimated significantly deficient LTVs, Moody's
has upgraded the A-tranche to Caa1 and the junior tranche ratings
to Ca to reflect the lower probability of default since this
transaction survived AMR's reorganization and implicitly, the
aircraft have a place in the combined company's fleet along with
147 more of this aircraft type. The upgrade of the A-tranche
rating of Series 2011-1A by two notches to Baa1 considers an LTV
near 55%, in line with six notches for other A-tranches of
transactions that are cross-defaulted and cross-collateralized.
The average age of the aircraft in this transaction approximates
13 years.

The stable outlook reflects the steady operating performance by
the separate airline operating companies as AAG plans their
integration in upcoming quarters. The bulk of the $900 million of
run-rate net synergies, mostly from revenue gains of the improved
network that the company expects to realize, will accrue
incrementally during the period leading up to the receipt of a
single operating certificate and thereafter. The company will also
need to complete negotiations of work rules to finalize labor
agreements with its respective unions, after the employees agree
on common representation. Moody's also anticipates that
improvements in the cost structure during this period will be
measured, although benefits of fleet modernization will be
realized with each delivery of a new aircraft. The stable outlook
also considers Moody's view of about steady industry fundamentals
for 2014 including an about steady price for fuel of about $3.05
per gallon.

There is little upwards pressure on the rating as the company
prepares to execute the integration. A positive rating action
could follow if the company was to sustain stronger credit metrics
following the integration. Debt to EBITDA that approaches 4.5
times, Funds from operations + interest to interest that
approaches 4.0 times, meaningful amounts of annual positive free
cash flow and or an EBITDA margin that is sustained near 20% could
support an upgrade. Growing passenger revenues and or revenue
passenger miles ("RPMs") at meaningfully higher rates than Delta
or United would indicate the realization of the planned revenue
synergies, including from increasing share of corporate travel,
which could also support a positive rating action. A negative
rating action could follow if liquidity fell below $4.5 billion
with no significant improvement in Debt to EBITDA. The inability
to control non-fuel operating costs or to sustain competitive
yields, either of which would challenge the company to maintain
its operations over the long-term could also lead to a downgrade.
Debt to EBITDA that approaches 6.5 times, FFO + Interest to
Interest that approaches 2.3 times or sustained negative free cash
flow generation could pressure the ratings.

US Airways, along with US Airways Shuttle and US Airways Express,
operates nearly 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.

AMR Corporation, headquartered in Fort Worth, Texas, through its
American Airlines, Inc. subsidiary, serves more than 260 airports
in more than 50 countries and territories. American's fleet of
nearly 900 aircraft flies more than 3,500 daily flights worldwide
from hubs in Chicago, Dallas/Fort Worth, Los Angeles, Miami and
New York. Upon completion of the merger, AMR will change its name
to American Airlines Group, Inc. and will become the direct parent
of US Airways Group, Inc., the direct parent of US Airways, Inc.

Upgrades:

Issuer: America West Airlines, Inc.

Senior Secured Enhanced Equipment Trust Jan 2, 2017, Upgraded to
Ba3 from B3

Senior Secured Enhanced Equipment Trust Jan 2, 2019, Upgraded to
Ba1 from B1

Senior Secured Enhanced Equipment Trust Apr 2, 2021, Upgraded to
Ba1 from B1

Senior Secured Enhanced Equipment Trust Apr 2, 2021, Upgraded to
Ba1 from B1

Senior Secured Enhanced Equipment Trust Jul 2, 2020, Upgraded to
Baa3 from B1

Senior Secured Enhanced Equipment Trust Jan 2, 2017, Upgraded to
Baa2 from Ba3

Issuer: American Airlines, Inc.

Senior Secured Enhanced Equipment Trust May 23, 2019, Upgraded to
Ca from C

Senior Secured Enhanced Equipment Trust May 23, 2016, Upgraded to
Ca from C

Senior Secured Enhanced Equipment Trust Jul 31, 2019, Upgraded to
Ba2 from B1

Senior Secured Enhanced Equipment Trust May 23, 2021, Upgraded to
Caa1 from Ca

Senior Secured Enhanced Equipment Trust Jul 31, 2022, Upgraded to
Baa1 from Baa3

Issuer: Hillsborough County Aviation Authority, FL

Senior Secured Revenue Bonds Jan 15, 2022, Upgraded to B3 (LGD5,
78%) from Caa2 (LGD5, 85%)

Issuer: Indianapolis Airport Authority, IN

Revenue Bonds Jul 1, 2019, Upgraded to B3 (LGD5, 78%) from Caa2
(LGD5, 85%)

Issuer: Phoenix Industrial Development Authority, AZ

Senior Unsecured Revenue Bonds Apr 1, 2023, Upgraded to B3 (LGD5,
78%) from Caa2 (LGD5, 85%)

Senior Unsecured Revenue Bonds Jun 1, 2019, Upgraded to B3 (LGD5,
78%) from Caa2 (LGD5, 85%)

Issuer: Port Authority of New York and New Jersey

Revenue Bonds Dec 1, 2015, Upgraded to B2 (LGD4, 54%) from B3
(LGD4, 54%)

Issuer: US Airways Group, Inc.

Probability of Default Rating, Upgraded to B1-PD from B3-PD

Corporate Family Rating, Upgraded to B1 from B3

Senior Unsecured Shelf, Upgraded to (P)B3 from (P)Caa2

Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Upgraded to
B3 (LGD5, 78%) from Caa2 (LGD5, 85%)

Issuer: US Airways, Inc.

Senior Secured Bank Credit Facility May 23, 2019, Upgraded to Ba2
(LGD2, 19%) from B2 (LGD3, 33%)

Senior Secured Bank Credit Facility Nov 23, 2016, Upgraded to Ba2
(LGD2, 19%) from B2 (LGD3, 33%)

Senior Secured Enhanced Equipment Trust Sep 20, 2023, Upgraded to
Ba3 from B2

Senior Secured Enhanced Equipment Trust Oct 22, 2014, Upgraded to
B1 from B3

Senior Secured Enhanced Equipment Trust Jan 30, 2016, Upgraded to
B1 from B3

Senior Secured Enhanced Equipment Trust Mar 1, 2023, Upgraded to
B2 from B3

Senior Secured Enhanced Equipment Trust Oct 1, 2015, Upgraded to
B1 from B3

Senior Secured Enhanced Equipment Trust Oct 22, 2014, Upgraded to
B1 from B3

Senior Secured Enhanced Equipment Trust Jun 3, 2018, Upgraded to
B1 from B3

Senior Secured Enhanced Equipment Trust Nov 15, 2021, Upgraded to
Ba2 from B1

Senior Secured Enhanced Equipment Trust Apr 22, 2020, Upgraded to
Ba3 from B1

Senior Secured Enhanced Equipment Trust Jan 20, 2018, Upgraded to
Ba3 from B3

Senior Secured Enhanced Equipment Trust Oct 1, 2019, Upgraded to
Ba3 from B1

Senior Secured Enhanced Equipment Trust Jun 3, 2021, Upgraded to
Ba2 from B1

Senior Secured Enhanced Equipment Trust Jul 20, 2020, Upgraded to
Ba1 from Ba3

Senior Secured Enhanced Equipment Trust Jul 30, 2019, Upgraded to
Ba1 from Ba3

Senior Secured Enhanced Equipment Trust Jul 20, 2020, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Nov 15, 2025, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Apr 22, 2025, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Jul 30, 2019, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Apr 22, 2023, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Sep 1, 2020, Upgraded to
Baa3 from Ba3

Senior Secured Enhanced Equipment Trust Sep 1, 2020, Upgraded to
Baa3 from Ba3

Senior Secured Enhanced Equipment Trust Sep 20, 2022, Upgraded to
Baa2 from Ba2

Senior Secured Enhanced Equipment Trust Oct 1, 2024, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Jul 20, 2020, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Jul 20, 2020, Upgraded to
Baa1 from Ba1

Senior Secured Enhanced Equipment Trust Aug 5, 2020, Upgraded to
Baa3 from Ba3

Senior Secured Enhanced Equipment Trust Aug 5, 2020, Upgraded to
Baa3 from Ba3

Senior Secured Enhanced Equipment Trust Jun 3, 2025, Upgraded to
Baa1 from Ba1

Senior Secured Equipment Trust Apr 22, 2017, Upgraded to Ba2 from
B1

Assignments:

Issuer: American Airlines, Inc.

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD2, 19 %)

Senior Secured Bank Credit Facility, Assigned Ba2 (LGD2, 19 %)

Issuer: American Airlines Group Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: American Airlines Group Inc.

Outlook, Assigned Stable

Issuer: America West Airlines, Inc.

Outlook, Changed To Stable From Rating Under Review

Issuer: American Airlines, Inc.

Outlook, Remains Stable

Issuer: US Airways Group, Inc.

Outlook, Changed To Stable From Rating Under Review

Issuer: US Airways, Inc.

Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: US Airways Group, Inc.

Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-3


AMERICAN AIRLINES: New CEO Seeks to Top $1 Billion Goal in Merger
-----------------------------------------------------------------
Mary Schlangenstein, writing for Bloomberg News, reported that
Doug Parker, poised to lead the new American Airlines Group Inc.,
wants to beat a $1 billion goal for added revenue and savings in
the AMR Corp.-US Airways Group Inc. merger and is about to start
meshing frequent-flier plans.

"I'm hoping it's a number we can exceed," Parker, who is now chief
executive officer at US Airways, said in an interview on Dec. 4 at
American's headquarters in Fort Worth, Texas. "It's not easy. It's
not a given by any means."

According to the report, Parker, 52, will take the helm of a
carrier that will sit atop the global industry by traffic after
the $17.8 billion all-stock deal. He will have to knit together
two networks to challenge United Continental Holdings Inc. and
Delta Air Lines Inc., which now rank first and second in the
world. The merger is set to close Dec. 9.

Some rewards-program benefits will be offered beginning in early
January, sooner than in other tie-ups, Parker said, the report
cited.  Frequent fliers with elite benefits will be able to earn
and use both airlines' awards and loyalty lounges starting then.
Other members will get equal status in both plans later.

Frequent-flier perks are an important tool to win repeat
customers, especially among business travelers who typically pay
the highest fares, and wooing more of those passengers will help
Parker meet his goal of boosting revenue, the report said.  A
merged loyalty program would have more than 100 million members.

                      About American Airlines

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN APPAREL: Lion/Hollywood Holds 16.4% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Lion/Hollywood L.L.C. and its affiliates
disclosed that as of Nov. 29, 2013, they beneficially owned
21,606,025 shares of common stock of American Apparel, Inc.,
representing 16.4 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at:

                        http://is.gd/fBCvSx

                       About American Apparel

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

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

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

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

                           *     *     *

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


AMERICAN MEDIA: Files Copy of Investor Presentation with SEC
------------------------------------------------------------
Representatives of American Media, Inc., began making
presentations to investors regarding the Company using slides on
Dec. 4, 2013.  A copy of the Slide Presentation is available for
free at http://is.gd/wTQs8F

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $589.68
million in total assets, $665.27 million in total liabilities,
$4.07 million in redeemable noncontrolling interest, and a $79.66
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+' from 'SD'.

"The upgrade follows the company's exchange of $94.3 million of
its $104.9 million 13.5% second-lien cash-pay notes due 2018 for
privately held $94.3 million 10% second-lien notes due 2018," said
Standard & Poor's credit analyst Hal Diamond.


ANGLO IRISH: Bank Says Borrowers Would Hamper Asset Sale
--------------------------------------------------------
Law360 reported that Irish Bank Resolution Corp. Ltd., formerly
known as Anglo Irish Bank, asked a Delaware bankruptcy judge to
reject a motion by borrowers seeking to impose conditions on the
sale of its U.S. assets, saying the conditions would prevent IBRC
from maximizing the assets' value.

According to the report, MPA Granada Highlands LLC and TBCI LLC,
borrowers under separate loans issued by Anglo Irish Bank, urged
the Delaware court in a Nov. 15 motion to limit the potential
bidders for their loans.

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.


ATARI INC: Liquidation Approved With No Creditor Objection
----------------------------------------------------------
Atari Inc., a video-game maker before the assets were sold, won
approval of its liquidating Chapter 11 plan on Dec. 5 from the
bankruptcy judge in New York.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors voted unanimously in favor of the Plan and
none objected.

Stehanie Gleason, writing for Daily Bankruptcy Review, reported
that Judge James Peck of the U.S. Bankruptcy Court in Manhattan
thanked the parties Thursday for their efficient handling of what
he called "a difficult case" -- the bankruptcy-exit strategy Atari
proposed received unanimous support from its creditors?and stated
simply, "so the plan is confirmed."

The Plan promises a 25 percent recovery to unsecured creditors
over two years on claims totaling as much as $7 million.
Unsecured creditors are to receive an 8 percent distribution on
the effective date, an 8 percent distribution one year later, and
a final 9 percent distribution on the second anniversary of the
Plan.

The Plan was based on a settlement where the also-bankrupt French
parent Atari SA contributes $3.42 million in cash and waives $310
million in claims.  Aside from the $3.42 million, the parent is
contributing an additional $1.75 million when Atari exits
bankruptcy.

Part of the Plan was a compromise where professionals were put on
a budget and may not be paid in full, according to Bloomberg News.

The $3.5 million loan from Alden Global Capital Ltd. financing
bankruptcy is being paid in full in cash.

                           About Atari

Atari -- http://www.atari.com/-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21,
2013, to break away from their unprofitable French parent company
and secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment
by March 31 on a credit line of US$28 million that it cut off in
December.

On Feb. 15, 2013, the Court entered the order authorizing the
employment and retention of Hunton & Williams LLP as counsel to
the Debtors.  On Feb. 5, 2013, the Debtors' board of directors
was reconstituted.  The reconstituted board of directors elected
to retain alternate bankruptcy counsel.  Hunton's retention as
the Debtors' counsel terminated on Feb. 6, 2013.

Ira S. Dizengoff, Esq., and Kristine G. Manoukian, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, N.Y.; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in
Washington, D.C., represent the Debtors as counsel.

BMC Group is the claims and notice agent.  Guy Davis and Susan
Roski at Protiviti Inc. serve as financial advisors.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Robert B. Winning, Esq., at
Cooley LLP serve as the Committee's counsel.

Ken Coleman, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP,
serve as counsel to Atari S.A.


ATLANTIC COAST: Closes $48.3 Million Common Stock Offering
----------------------------------------------------------
Atlantic Coast Financial Corporation, the holding company for
Atlantic Coast Bank, closed its previously announced underwritten
offering of its common stock.  The Company raised $48.3 million in
gross proceeds by issuing 12,880,000 shares of its common stock,
which included the issuance of an additional 1,680,000 shares as a
result of the exercise of the underwriters' over-allotment option,
at a price to the public of $3.75 per share.  FBR Capital Markets
& Co. acted as the sole book-running manager for the offering.

Net proceeds from the sale of the shares after underwriting
discounts and estimated offering expenses are expected to be
approximately $45.2 million.  The Company intends to use the net
proceeds of the offering for general corporate purposes, including
contributing substantially all of the net proceeds of the offering
to the Bank to maintain capital ratios at required levels and to
support growth in the Bank's loan and investment portfolios.

A registration statement was filed previously by the Company
relating to the public offering of the shares of common stock with
the Securities and Exchange Commission and is effective.  The
registration statement and other Company filings with the SEC are
available on the SEC's Web site located at www.sec.gov.  The
offering may be made only by means of a prospectus.  Copies of the
prospectus may be obtained from FBR Capital Markets & Co.,
Prospectus Department, 1001 19th Street North, Arlington, VA
22209, (703) 312-9726 or prospectuses@fbr.com.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.  Total
assets were $714.1 million at Sept. 30, 2013, compared
with $772.6 million at Dec. 31, 2012, as the Company has
continued to manage asset size consistent with its overall
capital management strategy.

As of Sept. 30, 2013, Atlantic Coast had $714.11 million in total
assets, $684.23 million in total liabilities and $29.87 million in
total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


AUXILIUM PHARMACEUTICALS: Moody's Alteres Outlook to Negative
-------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Auxilium
Pharmaceuticals, Inc. to negative from stable. At the same time,
Moody's affirmed Auxilium's existing ratings including the B2
Corporate Family Rating, the B2-PD Probability of Default Rating
and the Ba2 senior secured rating.

This rating action follows a setback in Testim patent litigation
with Upsher-Smith Laboratories (unrated), and also reflects
continuing challenges in growing the Testim franchise. Moody's
anticipates that Upsher-Smith could soon launch a competing
testosterone product following the recent court summary judgment
in Upsher-Smith's favor. If the FDA approves Upsher-Smith's
product as a branded product, Auxilium will face a further
challenge in reversing negative trends in the Testim franchise.
Moody's believes that pressures will escalate heading into 2014
because of more aggressive managed care formulary strategies
affecting Testim. If Upsher-Smith's product is approved as an AB-
rated substitutable generic product, Testim would see a more
pronounced downturn in sales, significantly increasing the
likelihood of a rating downgrade.

Ratings affirmed:

B2 Corporate Family Rating

B2-PD Probability of Default Rating

Ba2 (LGD2, 17%) senior secured term loan due 2018 (point estimate
revised)

SGL-2 Speculative Grade Liquidity Rating

Ratings Rationale:

Auxilium's B2 rating reflects its modest size and scale, its
significant revenue concentration in its top three products, its
limited track record of profitability, and intense competitive
pressures affecting the Testim franchise. The rating gives credit
for the company's niche focus in urology, and upside from cost
synergies arising from the recent Actient acquisition and the
pending FDA approval of Xiaflex in Peyronie's Disease. Moody's
anticipates that the company will pursue product acquisitions that
could be credit-positive, similar to the recent acquisition of
Stendra, an erectile dysfunction drug. However, on a pro forma
basis including Actient and respective synergies, debt/EBITDA
totaled 6.6 times in 2012 which is extremely high in light of
product concentration risk.

The rating outlook is negative, reflecting challenges in growing
the Testim franchise, uncertainty created by Upsher-Smith's
pending testosterone product, and the potential that debt/EBITDA
will remain above 5.0 times on a protracted basis. Although not
expected over the near term, the ratings could be upgraded on
expanding scale and diversity, successful integration of Actient,
the launch of of Xiaflex in Peyronie's Disease, and sustaining
leverage below 3.0 times. The ratings could be downgrade should
liquidity become severely constrained and/or if a material
downturn in Testim sales, a product supply disruption or further
debt financed business development results in leverage materially
exceeding 5.0 times on a sustained basis.

Headquartered in Chesterbook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. ("Auxilium") is a niche pharmaceutical
company with a focus on urological diseases and other specialty
areas. Auxilium reported $275 million of revenue for the first
nine months of 2013 including revenue from Actient Holdings LLC,
acquired on April 26, 2013.


BERKS BEHAVIORAL: Directed to Produce Docs in St. Joseph Suit
-------------------------------------------------------------
Judge Stephen Raslavich granted, with minor exceptions, the
defendants' request to compel the production of certain documents
in the adversary complaint BERKS BEHAVIORAL HEALTH LLC Plaintiff,
v. ST. JOSEPH REGIONAL HEALTH NETWORK D/B/A ST. JOSEPH MEDICAL
CENTER, ET AL, Defendants, Adv. No. 10-00163 (Bankr. E.D. Pa.).

In an Oct. 21, 2013 Opinion available at http://is.gd/WJRoeSfrom
Leagle.com, the Plaintiff was directed to produce documents
responsive to the 6 document requests to which it objected on the
basis of privilege, relevance, and/or overbreadth.  Only the four
entries in the Plaintiffs' privilege log which the Court will
discuss infra may the Plaintiff withhold on the basis of attorney
work product.  Such otherwise privileged information may
potentially be obtained after further discovery and an additional
showing of substantial need, the Court held.

Prior to bankruptcy, the Debtor Plaintiff entered into a
Management Services Agreement (MSA) with Defendants St. Joseph
Regional and Bornemann Health Corporation d/b/a Bornemann
Psychiatry Associates.  Under the MSA, the Plaintiff operated a
mental health clinic and the Defendants provided administrative
assistance and other necessary services to that business.   As
further inducement to run the clinic, the Defendants are alleged
to have promised the Plaintiff that they would assist in the
expansion of the practice.  The Complaint alleges that because the
Defendants failed to perform under the MSA, the business failed
and the intended expansion never occurred.

Berks Behavioral Health LLC, in Washington DC, a mental health
care provider, filed for Chapter 11 bankruptcy (Bankr. E.D. Pa.
Case No. 09-23317) on Dec. 24, 2009.  Judge Richard E. Fehling
presides over the case.  Albert A. Ciardi, III, Esq., and Holly
Elizabeth Smith, Esq., at Ciardi Ciardi & Astin, P.C., serve as
the Debtor's counsel.  In its petition, Berks Behavioral estimated
$1 million to $10 million in assets and debts.  The petition was
signed by Garry Hoyes, the Company's president.


BERNARD L. MADOFF: Billions More in Recoveries at Stake in Cases
----------------------------------------------------------------
Daniel Strumpf, writing for The Wall Street Journal, reported that
after thousands or court actions since the revelation of Bernard
L. Madoff's Ponzi scheme, more than $7 billion in potential
recoveries for the victims hinge on two big cases pending before a
federal appeals court in New York.

According to the report, a tangle of legal objections in the two
cases underscore the challenges in unwinding the biggest financial
fraud in history -- the swindling of $17 billion in principal from
investors -- which came to light five years ago on Dec. 4.

"These two cases are the elephants in the room," Joe Sarachek,
managing director at CRT Special Investments LLC, one of many
firms active in a vibrant market for Madoff claims, which hedge
funds buy and sell based on projected future payouts, told the
Journal. Wagers on the value of claims -- bets placed by hedge
funds and other investors -- are largely based on the outcome of
the cases, he and other traders said.

Thus far, customers of Mr. Madoff have been paid $4.9 billion by
bankruptcy trustee Irving Picard, with more than half of allowed
claimants now fully repaid, the report related.  An additional
$4.3 billion has been recovered but set aside pending litigation.

"In some respects, it's surprising they've gotten that much so
far," said Stephen Lubben, a professor at Seton Hall University,
noting the numerous court challenges Mr. Picard has faced in the
course of his recovery, the report added.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: J.P. Morgan Is in Talks With U.S. Over Warnings
------------------------------------------------------------------
Dan Fitzpatrick and Michael Rothfeld, writing for The Wall Street
Journal, reported that J.P. Morgan Chase & Co.'s alleged failure
to file a key federal document more than five years ago is
emerging as a critical component of a Justice Department
investigation into whether the bank provided adequate warnings
about the fraud of Bernard L. Madoff, people close to the probe
said.

According to the report, Manhattan U.S. Attorney Preet Bharara's
office is examining why J.P. Morgan didn't provide U.S. regulators
with a formal "suspicious activity report" raising concerns about
Mr. Madoff -- despite having done so with a U.K. agency more than
a month before Mr. Madoff's arrest, said the people close to the
probe. Mr. Madoff had a two-decade-long banking relationship with
J.P. Morgan before his arrest in December 2008.

J.P. Morgan is negotiating a settlement with the U.S. attorney's
office that will likely include a deferred-prosecution agreement
and a fine relating to alleged inadequate warnings about Mr.
Madoff, these people said, the report related.  Prosecutors and
the Federal Bureau of Investigation have been looking for a larger
pattern of control failures inside J.P. Morgan and examining
whether the bank allegedly failed to alert regulators despite
numerous red flags, said the people close to the case.

It is possible a deferred-prosecution agreement with the U.S.
attorney's office could be announced in the coming weeks, although
that date also could slide to the beginning of 2014, these people
added, the report further related.  A deferred-prosecution
agreement is a pact under which a company pays a penalty and
prosecutors file charges that are dismissed after a set period if
the company lives up to certain conditions. Typically, the parties
agree on a statement of facts about what occurred.

Mr. Madoff pleaded guilty to charges he ran a decades-long Ponzi
scheme that bilked investors out of billions of dollars, and the
five-year anniversary of the fraud's unraveling is this coming
week, the report said.  Mr. Madoff is serving a 150-year prison
term. J.P. Morgan has said it didn't know about or participate in
the fraud.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


CAESARS ENTERTAINMENT: CERP Posts $23.6 Million Net Income in Q3
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission a copy of Caesars Entertainment Resort
Properties' financial statements for the period ended Sept. 30,
2013.  These financial statements have been published on Caesars
Entertainment's Web site to satisfy lender reporting requirements.

CERP reported net income of $23.6 million on $507.2 million of net
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $1.2 million on $521.8 million of net revenues
for the same period during the prior year.

For the nine months ended Sept. 30, 2013, CERP reported net income
of $57.6 million on $1.51 billion of net revenues as compared with
net income of $36.6 million on $1.55 billion of net revenues for
the same period a year ago.

CERP's balance sheet at Sept. 30, 2013, showed $8.49 billion in
total assets, $6.78 billion in total liabilities and $1.70 billion
in total stockholders' equity.

A copy of the Quarterly Report is available for free at:

                        http://is.gd/zhs3bb

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
95.08 cents-on-the-dollar during the week ended Friday, Dec. 6,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.14 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures on
Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers
among 205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                  About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAPITOL RECYCLING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Capitol Recycling, LLC
           fdba Capitol Waste Systems, LLC
        3209-120 Gresham Lake Road
        Raleigh, NC 27615

Case No.: 13-07567

Chapter 11 Petition Date: December 6, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: William P Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: 919 582-2323
                  Fax: 866 809-2379
                  Email: bill@janvierlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by David W. King, Jr., member/manager.

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


CCC ATLANTIC: Counterclaims vs. Wells Fargo Dismissed
-----------------------------------------------------
Senior District Judge Joseph E. Irenas dismissed counterclaims
asserted by the defendant in the commercial foreclosure action,
WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C5, Plaintiff, v.
CCC ATLANTIC, LLC, Defendant, Civil Action No. 12-521 (JEI/JS)
(D. N.J.).

In the case, the District Court granted Wells Fargo's Motion to
Appoint a Receiver to receive rents and manage the property at
issue, the Cornerstone Commerce Center in Linwood, New Jersey.
Wells Fargo's Motion for Summary Judgment on its foreclosure claim
is presently pending.

CCC Atlantic filed an Amended Counterclaim Complaint against Wells
Fargo, asserting five counts: (1) breach of contract (i.e., breach
of the loan agreement); (2) "breach of duty of good faith and fair
dealing"; (3) "tortious breach of duty of good faith and fair
dealing"; (4) "tortious interference with existing contractual
relations"; and (5) "tortious interference with prospective
contractual relations."

In an Oct. 17, 2013 Opinion available at http://is.gd/XChv64from
Leagle.com, Judge Irenas granted Wells Fargo's Motion to Dismiss
the counterclaims.  However, Wells Fargo's application for fees
and costs associated with the Motion is denied.

                        About CCC Atlantic

Based in Linwood, New Jersey, CCC Atlantic, LLC, filed for Chapter
11 protection (Bankr. D. Del. Case No. 12-13290) on Dec. 6, 2012.

The Debtor owns and maintains two commercial office condominiums
in Linwood, New Jersey.  The Debtor has scheduled assets totaling
$48,890,617 and liabilities of $41,568,640 as of the Petition
Date.

The Debtor won approval to hire Cross & Simon, LLC, as Delaware
counsel and Silverang & Donohoe, LLC, as general bankruptcy
counsel, nunc pro tunc to the Petition Date.

On Feb. 8, 2013, Judge Christopher Sontchi dismissed the Debtor's
motion on the motion of C-III Asset Management, LLC, as Special
Servicer of Wells Fargo Bank, N.A., as Trustee for the Registered
Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2007-C5


CITIZENS SECURITY: A.M. Best Raises Issuer Credit Rating From 'bb'
------------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating (ICR) to "bb+"
from "bb" and affirmed the financial strength rating of B (Fair)
of Citizens Security Life Insurance Company (Citizens Security)
(Louisville, KY), the insurance subsidiary of Citizens Financial
Corporation [OTC: CFIN].  The outlook for both ratings is stable.

The ICR upgrade reflects Citizens Security's continuing favorable
operating results and premium revenue growth in its individual
accident and health segment, with a focus on its dental and vision
business.  Additionally, the company has continued to decrease its
holdings of below investment grade securities and benefits from a
lower expense structure.

Although operating results in its core dental and vision segment
continue to improve, net income from a ceding commission on
reinsured individual life business in 2010 continues to comprise a
significant portion of Citizens Security's total earnings.  A.M.
Best believes the company's core dental and vision business needs
to increasingly contribute to earnings going forward.
Additionally, debt at its intermediate parent holding company
needs to be reduced further so that the company can continue to
grow its capital.

Rating drivers that could result in positive rating actions
include stronger earnings generation in Citizen Security's core
lines of business, sustained profitable revenue growth,
elimination of its parent company-related debt and the maintenance
of an adequate risk-adjusted capital level.  Conversely, rating
drivers that could result in negative rating actions include a
decline in the company's operating performance, deterioration in
its premium revenue, unfavorable investment results or erosion of
its risk-adjusted capital.


CLAIRE'S STORES: Incurs $25.5 Million Net Loss in Third Quarter
---------------------------------------------------------------
Claire's Stores, Inc., reported a net loss of $25.46 million on
$356.93 million of net sales for the three months ended Nov. 2,
2013, as compared with a net loss of $13.73 million on $363.38
million of net sales for the three months ended Oct. 27, 2012.

For the nine months ended Nov. 2, 2013, the Company reported a net
loss of $72.72 million on $1.07 billion of net sales as compared
with a net loss of $40.92 million on $1.06 billion of net sales
for the nine months ended Oct. 27, 2012.

As of Nov. 2, 2013, the Company had $2.73 billion in total assets,
$2.81 billion in total liabilities and a $89.32 million
stockholders' deficit.

As of Nov. 2, 2013, cash and cash equivalents were $21.4 million
and the Company had $33 million outstanding under its $115 million
Revolving Credit Facility due to seasonal working capital
requirements.

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

                        http://is.gd/GAPp8Z

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


CLEAR CHANNEL: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
95.99 cents-on-the-dollar during the week ended Friday, Dec. 6,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.63 percentage points from the previous week, The
Journal relates.  Clear Channel Communications pays 365 basis
points above LIBOR to borrow under the facility. The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 205 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                About Clear Channel Communications

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

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

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

                           *     *     *

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

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


DELTA AIR: Moody's Affirms B1 CFR & Changes Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service has affirmed the B1 Corporate Family and
B1-PD Probability of Default ratings assigned to Delta Air Lines,
Inc. and has changed the ratings outlook to positive from stable.
Moody's also affirmed the Ba1 rating assigned to the company's
senior secured bank credit facilities, the B2 senior unsecured
rating assigned to certain of the company's industrial revenue
bonds and the respective ratings assigned to each tranche of the
company's Enhanced Equipment Trust Certificates. The Speculative
Grade Liquidity rating was changed to SGL-1 from SGL-2.

The positive outlook considers the improvements in operating
margin and credit metrics that Delta has achieved in 2013 and
anticipates that the company can carry the favorable momentum into
2014. Moody's maintains a stable outlook on the global passenger
airline sector and believes that Delta is well-positioned to
further strengthen its credit metrics as it marches towards its
current Adjusted Net Debt target of $7.0 billion by 2017. The
company maintains a yield advantage versus its closest peers,
United Continental Holdings, Inc. and the soon to be formed
American Airlines Group, Inc. Moody's believes that the three
players will compete for leadership in yields via the networks and
schedules they craft and by running a good operation to attract
more high-value corporate customers, which allays fears of
increasing competition based on lower fares.

Ratings Rationale:

The B1 corporate family rating reflects Delta's leading position
in the global passenger airline sector, its steady earnings and
free cash flow generation and its track record for achieving its
prior net debt target of $10 billion. Moody's believes that Delta
will modestly increase profitability in 2014, with steady but slow
growth in demand because of ongoing global macroeconomic headwinds
including the impact from sequestration in the U.S., ongoing
fiscal and economic challenges in Europe and the weak yen in
Japan. Steady demand in premium cabins, ongoing industry capacity
discipline, particularly on highly competitive trans-Atlantic
routes and Delta's focus on growing ancillary revenues should help
unit revenues keep pace with growth in unit costs. Good liquidity,
in excess of $5 billion including revolving credit facilities that
impose no conditions for drawings and a manageable maturity
profile support the B1 rating. The ratings also consider the
benefits the global route network should provide in periods of
improving demand, anticipated free cash flow as annual capital
expenditures for aircraft are relatively modest and that pressure
on labor and other non-fuel costs will remain manageable after the
outsized increase in pilot pay in 2013 pursuant to the terms of
the contract agreed in 2012.

The change of the SGL rating reflects Moody's view that the about
$5.0 billion of liquidity and anticipated free cash flow of about
$2.0 billion provides the company very good liquidity.

The ratings could be upgraded if Delta continues to strengthen its
credit metrics while funding deliveries from the order for 100
Boeing B737-900ERs; the first delivery which occurred in September
2013. Debt to EBITDA expected to approach 4.5 times, Funds from
Operations + Interest to Interest that approaches 4.0 times and or
an EBITDA margin sustained around 18% could support an upgrade.
Meaningful amounts of annual free cash flow while funding
deliveries of new aircraft including one or more potential
additional orders for wide-body aircraft that Moody's believes
Delta might place could also lead to an upgrade as would no
meaningful increase in the annual amount of cash returned to
shareholders. The outlook could be returned to stable if Delta was
unable to sustain its EBITDA margin, possibly because of inflation
in non-fuel costs and or setting capacity too high such that
yields decline in periods when passenger demand waivers. An EBITDA
margin that approached 15% or a sustained decline in unrestricted
cash to below $2.7 billion would be indicators of a negative shift
in the company's credit profile. While not expected, a sustained
decline in demand that led to declines in yields of more than 8%
with no corresponding offsets to costs, possibly from a
commensurate decline in the cost of fuel, could also pressure the
ratings as could aggregate liquidity (including availability on
revolving credit facilities) of less than $4.5 billion. Debt to
EBITDA that approaches 6.5 times or Funds from Operations +
Interest to Interest that approaches 2.3 times could pressure the
rating.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.

Ratings:

Issuer: Delta Air Lines, Inc.

Speculative Grade Liquidity Rating, Changed to SGL-1 from SGL-2

Outlook Actions:

Issuer: Delta Air Lines, Inc.

Outlook, Changed To Positive From Stable

Issuer: Delta Air Lines, Inc. (Old)

Outlook, Changed To Positive From Stable

Issuer: Northwest Airlines, Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Clayton County Development Authority, GA

Senior Unsecured Revenue Bonds, Affirmed B2 (LGD5, 70% from LGD5,
71%)

Senior Unsecured Revenue Bonds, Affirmed B2 (LGD5, 70% from LGD5,
71%)

Issuer: Delta Air Lines, Inc.

Probability of Default Rating, Affirmed B1-PD

Corporate Family Rating, Affirmed B1

Senior Secured Bank Credit Facility Oct 18, 2017, Affirmed Ba1

Senior Secured Bank Credit Facility Oct 18, 2018, Affirmed Ba1

Senior Secured Bank Credit Facility Apr 18, 2016, Affirmed Ba1

Senior Secured Bank Credit Facility Apr 20, 2016, Affirmed Ba1

Senior Secured Bank Credit Facility Mar 29, 2017, Affirmed Ba1

Senior Secured Enhanced Equipment Trust Oct 15, 2014, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Dec 17, 2016, Affirmed Ba1

Senior Secured Enhanced Equipment Trust Aug 10, 2022, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Aug 10, 2014, Affirmed Ba3

Senior Secured Enhanced Equipment Trust Jan 2, 2016, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Nov 23, 2015, Affirmed Ba3

Senior Secured Enhanced Equipment Trust May 7, 2019, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Nov 23, 2019, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust Aug 10, 2022, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust Apr 15, 2019, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust Jul 2, 2018, Affirmed Baa1

Senior Secured Enhanced Equipment Trust May 7, 2020, Affirmed Baa1

Senior Secured Enhanced Equipment Trust Dec 17, 2019, Affirmed
Baa1

Issuer: Delta Air Lines, Inc. (Old)

Senior Secured Enhanced Equipment Trust Jul 2, 2024, Affirmed Baa3

Senior Secured Enhanced Equipment Trust Jul 2, 2024, Affirmed Baa3

Issuer: Northwest Airlines, Inc.

Senior Secured Enhanced Equipment Trust May 20, 2014, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust May 20, 2014, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust Apr 1, 2021, Affirmed B1

Senior Secured Enhanced Equipment Trust Apr 1, 2021, Affirmed B1

Senior Secured Enhanced Equipment Trust Nov 1, 2017, Affirmed Ba1

Senior Secured Enhanced Equipment Trust Nov 20, 2021, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust Nov 20, 2021, Affirmed
Baa1

Senior Secured Enhanced Equipment Trust Nov 1, 2019, Affirmed Baa1


DETROIT, MI: Objectors Ask to Appeal Directly to Circuit Court
--------------------------------------------------------------
Reuters reported that organizations that objected to Detroit's
bankruptcy separately asked the U.S. judge overseeing the case
late on Wednesday to allow an appeal of the case to go directly to
the U.S. 6th Circuit Court of Appeals.

According to the report, groups led by Detroit's largest union --
Michigan Council 25 of the American Federation of State, County
and Municipal Employees -- and the city's two pension funds filed
requests with the bankruptcy court to bypass the U.S. District
Court for the Eastern District of Michigan and go directly to the
appeals court.

"The Sixth Circuit eventually will decide whether the City is
eligible to be a Chapter 9 debtor," attorneys representing the
pension funds wrote in their motion, the report cited.  "The only
question is timing. Because time is manifestly of the essence,
this Court should certify its eligibility ruling for an immediate
appeal to the Sixth Circuit."

AFSCME in another filing had previously asked U.S. Bankruptcy
Judge Steven Rhodes, who is overseeing the case, to allow an
appeal directly to the 6th Circuit, but in his ruling on Dec. 4
Judge Rhodes said any motions for a direct appeal must be
separately submitted to the bankruptcy court, the report related.

Proceedings will continue in the bankruptcy court even as the case
is appealed, the report said.  Detroit Emergency Manager Kevyn Orr
said that the city plans to submit its restructuring plan to the
court for approval by early January.


                       Appeals Certification

BankruptcyData reported that the City of Detroit's Police and Fire
Retirement System and the General Retirement System (together, the
Retirement Systems) filed with the U.S. Bankruptcy Court a motion
for entry of an order certifying their appeal of the Court's
previous order determining that the City of Detroit is eligible to
be a Debtor under Chapter 9 directly to the U.S. Court of Appeals
for the Sixth Circuit, pursuant to 28 U.S.C. Section
158(d)(2)(B)(i) and Rule 8001(f)(3) of the Federal Rules of
Bankruptcy Procedure.

The motion explains, "This case is the largest municipal
bankruptcy in American history. By its own account, the City has
approximately $18 billion in debt and more than 100,000 creditors
that include over 32,000 active and retired City employees who
participate in the Retirement Systems. Swift resolution of whether
the City may proceed in Chapter 9 bankruptcy is of paramount
importance to the City, the State, the public, and those municipal
employees and retirees whose livelihoods depend on the accrued
pension benefits that they earned and that the City seeks to
discharge in bankruptcy. The Retirement Systems thus seek to
certify this Court's eligibility ruling for a direct appeal to the
Sixth Circuit under 28 U.S.C. Section 158(d)(2)....This Court's
eligibility ruling is a paradigmatic case for immediate appeal to
the Sixth Circuit. The City's eligibility to file for Chapter 9
bankruptcy is undeniably of great 'public importance.' 28 U.S.C.
Section 158(d)(2). An immediate appeal of the City's eligibility
would 'materially advance' the progress of this case....The Sixth
Circuit eventually will decide whether the City is eligible to be
a Chapter 9 debtor. The only question is timing. Because time is
manifestly of the essence, this Court should certify its
eligibility ruling for an immediate appeal to the Sixth Circuit."

The Retirement Systems filed a separate motion requesting that the
Court expedite its consideration of the certification motion and
schedule a related December 6, 2013 hearing.

                 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: Workers Join Pensions in Seeking Direct Appeal
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's city workers and pension systems want
immediate recourse to the U.S. Court of Appeals in Cincinnati to
challenge the finding by U.S. Bankruptcy Judge Steven Rhodes that
the city is eligible for Chapter 9 municipal bankruptcy and may
cut pensions despite the Michigan constitution's bar on such
reductions.

According to the report, the American Federation of State, County
and Municipal Employees and two pension systems filed their
notices of appeal before the judge had even signed his formal
order on Dec. 5 confirming the oral ruling he summarized at a Dec.
3 hearing.

While a typical bankruptcy appeal goes to a federal district judge
first and from there to the circuit court, the law permits going
directly to the circuit court in a case of "public importance" or
where going to the higher court would "materially advance the
progress of the case."

The workers and the retirement systems said using federal
bankruptcy court to modify pensions in derogation of the Michigan
constitution violated the U.S. Constitution's 10th Amendment,
which reserves powers to the state that aren't delegated to the
federal government.

Workers and retirees asked Judge Rhodes to hold a hearing and
order a direct appeal so the circuit court can decide the
overarching constitutional issues.

Judge Rhodes's ruling may not even be appealable without his
permission or permission from the district court.  Depending on
the procedural posture, it isn't clear whether Judge Rhodes or a
district judge has power to allow a direct appeal to the circuit
court.

Saying they have a right of appeal, the creditors want the
circuit court to resolve a conflict between Judge Rhodes's ruling
and a decision handed down in state court just after Detroit's
bankruptcy filing in July. The state judge held that the Michigan
constitution barred the governor from appointing an emergency
manager to file a bankruptcy for the express purpose of reducing
pensions.

According to the creditors, Judge Rhodes said the state court
ruling was void because it came after bankruptcy and violated the
automatic stay, which prohibits creditor actions.

The pension systems said that because Detroit's is the "largest
and most prominent Chapter 9 bankruptcy ever filed," an appeal is
warranted. Seven other states have similar constitutional
provisions protecting pensions.

AFSCME, the municipal union, said in its papers that resolving the
constitutional issues now will put the case in the "best possible
environment" for settlement, whichever way the higher court rules.

                 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: Bankruptcy Chief Tries to Steer Around Challenges
--------------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
the most powerful man in the Motor City says he has one regret
since driving into town in March.

"I probably underestimated the level of support and the
willingness of the majority of the citizenry to see us move
forward," Detroit Emergency Manager Kevyn Orr said in an interview
late last month, the report related.

The jury, however, is still out on whether the 55-year-old
corporate-bankruptcy attorney from suburban Washington can
navigate the city of 700,000 through a bankruptcy reorganization
unparalleled in U.S. history, the report said.

To be sure, Mr. Orr and his boss, Michigan Gov. Rick Snyder,
scored a sweeping win when U.S. Bankruptcy Judge Steven Rhodes
ruled that Detroit, the largest city to file for municipal
bankruptcy, is eligible to reduce its $18 billion in long-term
obligations under court protection, the report related.  Most
critically, the judge affirmed Mr. Orr's authority as emergency
manager as well as his power to cut future payments to city
pension funds, with court approval.  But the judge, in his 143-
page opinion, also criticized Mr. Orr.

"At the June 10, 2013, community meeting, Mr. Orr was asked a
direct question -- what is going to happen to the City employee's
pensions?" the judge wrote, the report further related.  "Mr. Orr
responded that pension rights are 'sacrosanct' under the state
constitution and state case law, misleadingly not stating that
upon the City's bankruptcy filing, his position would be quite the
opposite."

                 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: Art Collection Worth Up to $866 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 2,800 works in the Detroit Institute of Arts
bought wholly or in part with city funds have a fair market value
of $452 million to $866 million, according to the New York branch
of Christie's International Plc.

According to the report, while the works appraised by Christie's
represent less than 5 percent of the Detroit museum's 66,000-piece
collection, the art may be the single-largest asset that could be
monetized to help pay the city's debts, according to creditors.

Christie's said in a report that 75 percent of the value is
attributable to 11 works. The auction house said the range
represents fair market value not auction estimates, which "do not
necessarily reflect fair market value."

Christie's gave Kevyn Orr, the city's emergency financial manager,
five suggestions for realizing value while keeping the collection
intact.

Using the collection as collateral for a loan "could be an
effective financing arrangement," according to the report. The
city might also locate a philanthropist to buy the works and loan
them permanently to the city. Detroit could lease parts of the
collection on a long-term basis to museums in developing countries
that lack outstanding works, the report said.

Detroit's municipal bond insurers, workers, and retirees lodged a
request asking the bankruptcy judge to form an ad hoc committee to
study how best to "monetize" the collection, which includes works
by Bellini, Rembrandt, Van Gogh and Picasso.

The creditors said in court papers that failing to sell the art
will "engender lengthy and contentious litigation due to a failure
to provide for the monetization of its non-essential assets,
including the art."

U.S. Bankruptcy Judge Steven Rhodes ruled that Detroit is entitled
to bankruptcy protection under Chapter 9 of the Bankruptcy Code,
which covers municipalities, and that the Michigan constitution is
no bar to reducing retirees' pensions.

Orr said he expects to file a debt-adjustment plan in January.

                 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.


ELCOM HOTEL: Unit Owners' $13-Mil. Bid Wins Bankruptcy Auction
--------------------------------------------------------------
Law360 reported that the residential association of Miami hotel
and condominium development One Bal Harbour emerged victorious
Wednesday evening at a bankruptcy auction for the property's
common areas with a $13.4 million bid.

According to the report, the residential association beat out an
entity owned by Thomas Sullivan, the largest shareholder of the
property's bankrupt operator Elcom Hotel & Spa LLC, and stalking
horse bidder Stoneleigh Capital LLC, according to the residential
association's attorney Charles Tatelbaum of Hinshaw & Culbertson
LLP.

                        About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.

Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, late last week
submitted a revised disclosure statement filed in conjunction with
its proposed liquidating plan. The revised disclosure statement
indicates that unsecured creditors are still divided into two
classes under the Plan.  The Plan contemplates that holders of
general unsecured claims (expected to total $14 million to $79.1
million) will have a recovery of 0% to 18%, which will be funded
from the pro rata distribution of "net free cash" and proceeds of
causes of action and remaining assets.  Holders of general
unsecured vendor claims (estimated at $500,000 to $971,000) --
those vendors who have unsecured claims who agree to continue do
business with the Debtors -- will have a recovery of 50%, which
will be funded from the 50% distribution from "net free cash."


EWGS INTERMEDIARY: Hilco Buys Inventory at 98% of Cost
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hilco Merchant Resources LLC and GWNE Inc. formed a
joint venture and got approval from the Delaware bankruptcy court
on Dec. 5 to buy golf retailer Edwin Watts Golf Shops LLC.

According to the report, at auction, the Hilco joint venture beat
out a competing offer from a joint venture including liquidator
Gordon Brothers Retail Partners LLC. EWGS filed for Chapter 11
protection on Nov. 4, already having worked out a preliminary
agreement with Hilco.

Before the auction, EWGS said the initial offer from the Hilco
group was worth $45 million.

The contract approved on Dec. 5 calls for the Hilco group to pay
98.04 percent of the cost value of inventory, based on an
understanding that the gross cost won't be less than $40.8
million. In addition, EWGS will receive 6 percent from whatever
new inventory the buyers bring into the sale.

The buyers will pay $34 million when they take over, with the
remainder paid when the inventory is taken. The buyers are
expected to complete the acquisition today, according to a court
filing.

At the outset of bankruptcy, EWGS said the proposal from the Hilco
joint venture meant that a "significant number" of the locations
would continue to operate after the sale, while Hilco would
liquidate the remainder.

                     About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12876).  They are
represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington,
Delaware.  The Debtors tapped Bayshore Partners LLC as their
investment banker, FTI Consulting, LLC, as their financial
advisors, and Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent.  The Company indicates total assets greater than
$100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


EXCEL MARITIME: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Excel Maritime Carriers Ltd. filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:


     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0

  B. Personal Property            35,642,525
                              + Undetermined
  C. Property Claimed as
     Exempt

  D. Creditors Holding                           $800,549,332
     Secured Claims                            + Undetermined

  E. Creditors Holding
     Unsecured Priority
     Claims                                                 0

  F. Creditors Holding                            233,765,187
     Unsecured Non-priority                    + Undetermined
     Claims
                              --------------    -------------
        TOTAL                    $35,642,525   $1,034,324,685
                              + Undetermined   + Undetermined

A full-text copy of Excel Maritime's schedules may be accessed for
free at http://is.gd/M42Z35

                       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 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.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


FAIRMONT GENERAL: Seeks to Expand Hammond Hanlon's Services
-----------------------------------------------------------
Fairmont General Hospital, Inc. and Fairmont Physicians, Inc. seek
the Court's approval to expand the scope of Hammond Hanlon Camp,
LLC's (H2C's) employment as their investment banker and financial
advisor in relation to their bankruptcy cases.

Following the change in the Debtors' senior management following
the resignations of the chief executive officer and chief
financial officer, the Debtors determined that it is in the best
interests of all creditors and the estate to expand the scope of
financial advisory services that H2C provides.

In addition to advisory and investment banking services as H2C is
currently authorized to provide, the Debtors seek additional
financial advisory services as more fully described in the
parties' amended and restated engagement letter dated October 10,
2013.

For the Additional Financial Advisory Services, the Debtors have
agreed to pay H2C a per diem fee as follows:

  a. Principal/Managing Director   $6,250 per diem
  b. Director/ Vice President      $3,250 per diem
  c. Associate                     $2,000 per diem
  d. Analyst                       $1,250 per diem

The Debtors believe that the bulk, if not all, of the Additional
Financial Advisory Services to be provided by H2C will be provided
by Michael R. Lane, a Managing Director of H2C, and only for days
that Mr. Lane is on-site at Fairmont General Hospital.  Mr. Lane's
role in providing Additional Financial Advisory Services will be
solely as an advisor to the Debtors, and he will not serve as an
officer or employee of the  Debtors.  No more than one H2C
consultant will provide onsite Additional Financial Advisory
Services to the Debtors at any one time.

Counsel for Debtors may be reached at:

   Rayford K. Adams III, Esq.
   Casey H. Howard, Esq.
   SPILMAN THOMAS & BATTLE, PLLC
   110 Oakwood Drive, Suite 500
   Winston-Salem, NC 27103
   Telephone: (336) 725-4710
   Facsimile: (336)725-4476
   E-mail: tadams@spilmanlaw.com
           choward@spilmanlaw.com

        - and -

   Michael S. Garrison, Esq.
   SPILMAN THOMAS & BATTLE, PLLC
   48 Donley Street, Suite 800
   P.O. Box 615
   Morgantown, WV 26507-0615
   Telephone: (304) 291-7920
   Facsimile: (304) 291-7979
   E-mail: mgarrison@spilmanlaw.com

        - and -

   David R. Croft, Esq.
   SPILMAN THOMAS & BATTLE, PLLC
   1233 Main Street, Suite 4000
   PO Box 831
   Wheeling, WV 26003
   Telephone: (304) 230-6950
   Facsimile: (304) 230-6951
   E-mail: dcroft@spilmanlaw.com

                   About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between
$10 million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.


FIBERTOWER CORP: Second Amended Plan Filed
------------------------------------------
BankruptcyData reported that FiberTower filed with the U.S.
Bankruptcy Court a Second Amended Chapter 11 Plan and related
Disclosure Statement in order to accommodate certain modifications
requested at the October 29, 2013 Disclosure Statement hearing.

According to documents filed with the Court, "In summary, the
principal terms of the Plan...are as follows:

    (i) The holders of the 2016 Notes...will receive one hundred
percent (100%) of the common equity in Reorganized FiberTower, in
the form of shares of New FiberTower Common Stock;

   (ii) Reorganized FiberTower shall receive one hundred percent
(100%) of the New FiberTower Subsidiary Equity Interests in
Reorganized FiberTower Network Services and Reorganized FiberTower
Licensing, and Reorganized FiberTower Licensing shall receive one
hundred percent (100%) of the New FiberTower Subsidiary Equity
Interests in Reorganized FiberTower Spectrum, such that the
Debtors' corporate structure shall effectively remain in place
following the Effective Date; and

  (iii) The holders of the Allowed 2016 Deficiency Claims, Allowed
2016 guaranty Deficiency Claims, Allowed 2012 Claims, Allowed 2012
Guaranty Claims, and Allowed General Unsecured Claims will receive
their Pro Rata share of the Litigation Trust Interests. The
Litigation Trust shall hold and administer the Litigation Trust
Assets (consisting of claims or Causes of Action arising under
Chapter 5 of the Bankruptcy Code and the Estate D&O Claims or the
proceeds thereof) for the benefit of the Beneficiaries."

The Court scheduled a Jan. 15, 2014 hearing to consider confirming
the Plan.

                       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,
Steindler, Houston & Rosen, 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.


GENERAL CHEMICALS: Chemtrade Deal No Impact on Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service said that General Chemical's (B1 stable)
ratings are not impacted by the announcement of a definitive
agreement for the company to be acquired by publicly-traded
Canadian industrial chemical company Chemtrade Logistics Income
Fund (unrated).


GENERAL MOTORS: Akerson to Speak at National Press Club on Dec. 16
------------------------------------------------------------------
National Press Club on Dec. 6 disclosed that General Motors
Chairman and CEO Dan Akerson will provide an update on the
company's progress in its goal to design, build and sell the
world's best vehicles at a National Press Club Speakers Luncheon
on Monday, Dec. 16.  He will also talk about GM's investment plans
in the U.S.

General Motors, one of the world's largest automakers, led global
sales for 77 consecutive years from 1931 through 2007, longer than
any other automaker.  However, following the recession of 2008-
2009, GM filed for Chapter 11 bankruptcy.  In 2009, General Motors
shed several brands, closing Saturn, Pontiac and Hummer.

Mr. Akerson, who had been a managing director and head of global
buyout for the Carlyle Group, joined the General Motors board of
directors in mid-2009.  On August 12, 2010 GM's CEO Ed Whitacre
announced that he would be stepping down and that Mr. Akerson
would take over as CEO.  Mr. Akerson then led the company's
initial public offering -- the largest in history -- with the
Obama administration purchasing 61% of the shares of the automaker
-- citing the need to protect thousands of jobs, the U.S. auto
industry and the economy.  On January 1, 2011, Akerson became
chairman of the board and during his first year, helped the
company earn a record $7.6 billion in profit off of $150.3 billion
in sales.

The company continues to invest in fuel efficient car technologies
and models -- bringing to market a number of hybrids along with
the Chevy Volt -- a plug-in hybrid electric vehicle.  Mr. Akerson
has said that General Motors is gearing up to take on the upstart
electric car company -- Tesla Motors -- through its Cadillac
brand.

Prior to his working at the Carlyle Group, Mr. Akerson served as
CEO or president of several telecommunications and technology
companies, including MCI, Nextel Communications, XO Communications
and General Instrument, through periods of explosive growth and
dynamic change.

Mr. Akerson serves on the boards of the U.S. Naval Academy
Foundation, the Detroit Economic Club, the Tsinghua University
(China) School of Economics and Management Advisory Board and the
International Business Leaders Advisory Council of Shanghai.  He
is a member of The Business Council, comprising 150 active-member
CEOs from the world's largest businesses.

The Press Club luncheon will begin promptly at 12:30 p.m.  Remarks
will begin at 1:00 p.m., followed by a question-and-answer session
ending at 2:00 p.m.  Tickets may be purchased by going to the
following link http://www.press.org/events/npc-luncheon-dan-
akerson-chairman-and-ceo-general-motors #tickets.  The cost of
luncheon admission is $21 for National Press Club members and $35
for non-members.  Tickets must be purchased at the time of
reservation.

National Press Club Luncheons are webcast live on press.org.
Follow the conversation using the hashtag #NPCLunch, or on
Facebook at (facebook.com/PressClubDC) and Twitter (@PressClubDC).
Submit questions for speakers in advance and during the live event
by sending them to @QNPCLunch on Twitter.  Or to email a question
in advance, type AKERSON in the subject line and send to
president@press.org before 10 a.m. Dec. 16.

The Press Club is on the 13th floor, 529 14th Street, NW,
Washington, DC.  Credentialed press may cover this event with ID.

                  About the National Press Club

The National Press Club is the world's leading professional
organization for journalists with more than 3,300 members world-
wide representing every major news organization.  More than
250,000 people visit the Club each year to attend more than 2,000
events.  The Club was founded in 1908 and is on the Web at
press.org.


                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

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

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

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


GMX RESOURCES: First Amended Chapter 11 Plan Filed
--------------------------------------------------
BankruptcyData reported that GMX Resources filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

According to the Disclosure Statement, "The primary purpose of the
Plan is to effectuate the restructuring of the Debtors' capital
structure (the 'Restructuring') by, among other things, reducing
their overall indebtedness and improving free cash flow.
Presently, the Debtors have a substantial amount of indebtedness
outstanding under the Senior Secured Notes, Second-Priority Notes,
Convertible Notes, Old Senior Notes, and other obligations to
various third parties.  If the Debtors are not able to consummate
the Restructuring, the Debtors will likely have to formulate an
alternative plan, and the Debtors' financial condition will likely
be further materially adversely affected.

The Restructuring will reduce the amount of the Debtors'
outstanding indebtedness by $505,000,000 under their various
indentures as follows:

  (i) satisfaction of $336,276,571.00 of the Senior Secured Notes
through conversion of the Senior Secured Noteholders Secured Claim
into all of the issued and outstanding shares of Reorganized GMXR
Common Stock and 61.3856% of the New GMXR Interests; provided,
that such Holders of Senior Secured Noteholder Secured Claims may
hold a lower percentage of the New GMXR Interests to the extent
that Holders of Allowed Senior Secured Noteholder Secured Claims
demonstrate that such claims are Old and Cold Senior Secured Notes
Claims;

(ii) waiver of a $66,086,738.00 deficiency claim by the Holders
of Senior Secured Notes if Class 4 votes to accept the Plan, or
discharge of such deficiency claim with such claim being treated
as a General Unsecured Claim if Class 4 votes to reject the Plan;

(iii) discharge of the Second-Priority Notes in the approximate
amount of $51,500,000, with such claims being treated as General
Unsecured Claims under Class 4;

(iv) discharge of the Convertible Notes in the approximate amount
of $48,296,000, with such claims being treated as General
Unsecured Claims under Class 4; and

  (v) discharge of the Old Senior Notes in the approximate amount
of $1,970,000, with such claims being treated as General Unsecured
Claims under Class 4."

                        About GMX Resources

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

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

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

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

David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represents the
Debtors as counsel.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor.


GOOD NEWS CHURCH TOPEKA: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------------
Debtor: Good News Church of Topeka
          fka Glad Tidings Assempbly
        3819 SW Burlingame Road
        Topeka, KS 66609

Case No.: 13-41652

Chapter 11 Petition Date: December 6, 2013

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

Judge: Hon. Janice Miller Karlin

Debtor's Counsel: Tom R. Barnes, II, Esq.
                  2887 SW MacVicar Ave
                  Topeka, KS 66611
                  Tel: (785) 267-3410
                  Email: tom@stumbolaw.com

Total Assets: $2.48 million

Total Liabilities: $2.07 million

The petition was signed by Gordon Jay Shipley, pastor and
president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ksb13-41652.pdf


GORDIAN MEDICAL: Court Accepts IRS's Late-Filed Claim
-----------------------------------------------------
Judge Mark S. Wallace said the Internal Revenue Service's failure
to timely file Claim No. 53 in the bankruptcy case of Gordian
Medical, Inc., was the result of excusable neglect and, therefore,
overruled Gordian's objection to the IRS claim and denied the
Gordian's objection to the claim with prejudice.

The IRS's Claim No. 53 is a second amended proof of claim for
$17.78 million filed more than three months after the applicable
Aug. 22, 2013 claims bar date in the Debtor's case.  The IRS
alleged in Claim 53 that Gordian is a successor-in-interest to
American Medical Technologies, Inc. (AMT) and is therefore liable
for unpaid federal corporate income taxes, interest and penalties
owed by AMT.

Gordian objected to Claim No. 53, asserting that the claim was
filed late, does not relate back to earlier, timely-filed proofs
of claim, and does not pass muster under the excusable neglect
rule applied in Pioneer Inv. Services Co. v. Brunswick Assocs.
Ltd. P'ship, 507 U.S. 380 (1993).

Moreover, the United States of America, on behalf of the IRS, has
sought leave to amend Claim No. 53 to clarify that the IRS has a
secured claim based upon a right of setoff against any payments
owing to Gordian by another branch of the United States
government, namely, the Centers for Medicare and Medicaid Service
of the United States Department of Health and Human Services
(CMS).

Judge Wallace held that the IRS has not met its burden on the
Motion to Amend.  The IRS cited no authority relating to claim
amendments for the purpose of clarifying a previously filed proof
of claim or tightening up the language in it, the judge said in an
Oct. 16, 2013 Memorandum Decision available at http://is.gd/v1UUt9
from Leagle.com.

Samuel R. Maizel, Esq. -- smaizel@pszjlaw.com -- of Pachulski
Stang Ziehl & Jones LLP, serves as counsel for Gordian Medical,
Inc.

David J. Warner, Esq., Special Assistant United States Attorney,
represents the United States of America.

                     About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The Debtor has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37,877,279 in assets and
$7,585,271 in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  Jeffrey L Kandel, Esq.,
Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent
the Debtor as counsel.  Fulbright & Jaworski LLP serves as the
Debtor's special regulatory counsel.  Loeb & Loeb LLP serves as
the Debtor's special tax counsel.

GlassRatner Advisory & Capital Group LLC serves as the Debtor's
financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GRAYMARK HEALTHCARE: Now Known as "Foundation Healthcare, Inc."
---------------------------------------------------------------
At Graymark Healthcare, Inc.'s 2013 annual meeting of shareholders
which was held on Dec. 2, 2013, the Shareholders elected Thomas
Michaud, Stanton Nelson, Joseph Harroz, Jr., Steven L. List,
Robert A. Moreno, M.D., and Scott R. Mueller as directors.  A
proposal to approve the amendment of the Company's Restated
Certificate of Incorporation to effect a name change to Foundation
Healthcare, Inc., was approved.  The Shareholders approved on an
advisory basis the compensation of the Company's named executive
officers and approved on an advisory basis the preferred frequency
of three years for future advisory votes on the compensation of
the Company's named executive officers.  The ratification of Hein
& Associates LLP to serve as the independent registered public
accounting firm of the Company for the year 2013 was approved.

Accordingly, the Company amended its Certificate of Incorporation
to change its name to Foundation Healthcare, Inc.  On Dec. 2,
2013, the Company changed the address of its principal executive
offices to 14000 N. Portland Avenue, Suite 200, Oklahoma City, OK,
73134.

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at Sept. 30, 2013, showed $59.46
million in total assets, $66.65 million in total liabilities,
$7.50 million in preferred noncontrolling interest and a $14.69
million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


HEADWATERS INC: Moody's Rates Proposed Unsecured Notes 'Caa2'
-------------------------------------------------------------
Moody's Investors Service affirmed Headwaters, Inc.'s B3 Corporate
Family Rating, its B3-PD Probability of Default Rating, and
maintained the speculative grade liquidity rating at SGL-3. In a
related rating action, Moody's assigned a Caa2 rating to the
company's proposed senior unsecured notes. Proceeds from the notes
issuance will be used for general corporate purposes including
acquisitions, potential debt repurchases, and to pay related fees
and expenses. The rating outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B3;

Probability of Default Rating affirmed at B3-PD;

Senior Secured Notes due 2019 affirmed B2 (LGD3, 38% from LGD3,
43%);

Senior Unsecured Notes due 2019 assigned Caa2 (LGD5, 84%);

Speculative grade liquidity rating remains SGL-3.

Ratings Rationale:

Headwaters' B3 Corporate Family Rating reflects its leveraged
capital structure and modest deterioration in key credit metrics
following the issuance of the proposed unsecured notes.
Headwater's interest coverage - defined as EBITA-to-interest
expense -- will deteriorate to 1.4x from 1.6x on a pro forma basis
through September 30, 2013. Likewise, debt-to-EBITDA will worsen
to about 5.7 from 4.7x as of FYE13 (ended September 30, 2013). The
company has significantly negative tangible net worth. Moody's pro
forma metrics include the increase of the senior debt by $150.0
million, $7.7 million repayment of the company's convertible debt,
some additional debt reduction, and Moody's standard adjustments.
However, the pro forma calculations for 2013 do not include full-
year earnings contributions from potential acquisitions, the
primary purpose for the unsecured notes, since Headwaters would
not see a significant impact from any acquisitions until late
2014.

However, Headwaters' operating performance is getting better and
Moody's projects EBITA margins sustained within the 12% to 13%
range over the next 12 to 18 months, which is in line with the
company's reported margins of 12.3% for FY13. Moody's anticipates
continued growth in both the repair and remodeling and the new
home construction sectors, key revenue drivers for Headwaters'
light building products segment. Also, the construction end market
is getting better, the main revenue driver for its heavy
construction materials segment. Moody's expectations include
operating margin expansion as a result of top-line growth, on-
going cost reductions, and additional earnings from potential
acquisitions.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that Headwaters will maintain an adequate liquidity profile over
the next 12 months. Cash on hand and revolver availability,
totaling approximately $110 million at FYE13, should be sufficient
to cover any potential shortfalls in operating cash flow to meet
working capital requirements and support capital expenditures, as
the company spends more to meet higher demand. Beyond the $7.7
million convertible notes due in February 2014 that remain
outstanding, the company faces no maturities until 2016 when $49.8
million of additional convertible debt matures. An extended
maturity profile enables the company to pursue growth by
acquisitions without refunding risks over the intermediate term.

The stable rating outlook reflects Moody's view that Headwaters'
operating performance will continue to improve, resulting in
credit metrics that would strongly position the company in the
current rating category. A liquidity profile characterized by cash
on hand, revolver availability, and no significant maturities over
the intermediate gives Headwaters the ability to take full
advantage of both organic growth and partial growth through
acquisitions.

The Caa2 rating assigned to the company's proposed Senior
Unsecured Notes due 2019, two notches below the corporate family
rating, reflects their structural subordination to the company's
secured bank credit facilities, which currently totals about $470
million. The unsecured notes are in a first-loss position relative
to the company's secured debt.

Positive rating actions could be taken if Headwaters' operating
performance continues to improve, resulting in more robust credit
metrics, including higher operating earnings and improved free
cash flow generation. Operating performance that results in EBITA-
to-interest expense sustained above 2.5x, debt-to-EBITDA sustained
below 5.0x (all ratios incorporate Moody's standard adjustments)
or a better liquidity profile could have a positive impact on the
company's credit ratings.

Negative ratings could occur if Headwaters fails to meet Moody's
expectations for operating performance, or if the strength in key
end markets wanes. EBITA-to-interest expense remaining below
1.25x, debt-to-EBITDA sustained above 5.75x, (all ratios
incorporate Moody's standard adjustments) or deterioration in the
company's liquidity profile could pressure the ratings.

Headwaters, Inc., headquartered in South Jordan, Utah, is a
domestic provider of diversified products predominately for the
repair and remodeling, new home and heavy construction end
markets. It also provides energy technology and related services
for the oil industry. Revenues for the 12 months through September
30, 2013 totaled about $703 million.


HOVNANIAN ENTERPRISES: Fitch Raises Issuer Default Rating to B-
---------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Hovnanian Enterprises, Inc. (NYSE: HOV) to 'B-' from 'CCC'. The
Rating Outlook is Stable. A full list of rating actions follows at
the end of this release.

Key Rating Drivers:

The upgrade and the Stable Outlook reflects HOV's operating
performance year-to-date (YTD), adequate liquidity position, and
moderately better prospects for the housing sector during the
remainder of this year and in 2014.

In the past, Fitch was concerned that HOV's liquidity target of
$170 million - $245 million (cash plus revolver availability) did
not provide a large enough cushion in the event that the housing
recovery dissipates. Fitch's concern is eased by the fact that the
company's liquidity position has been above or at the high-end of
its liquidity target during the past few years and its EBITDA is
now able to cover interest incurred on a 1x basis. Additionally,
Fitch believes that the housing recovery is firmly in place
(although the rate of recovery remains below historical levels and
will likely occur in fits and starts). Fitch expects management
will continue to use its stated liquidity target to govern the
company's land and development spending.

The rating for HOV is also influenced by the company's execution
of its business model, land policies, and geographic, price point
and product line diversity. Risk factors include the cyclical
nature of the homebuilding industry, the company's high debt load
and high leverage.

The Industry:

Housing metrics have all showed improvement so far in 2013. For
the first eight months of the year, single-family housing starts
improved 19.3%. Existing home sales improved 11.2% for the first
ten months of 2013 while new home sales grew 15.8%.

Fitch's housing estimates for 2013 are as follows: Single-family
starts are forecast to grow 15% to 615,000, while multifamily
starts expand about 20% to 295,000; single-family new-home sales
should grow approximately 15.3% to 423,000 and existing home sales
advance 8.5% to 5.05 million.

Average single-family new home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median new home prices expanded 2.4% in 2011 and grew 7.9% in
2012. Average and median new home prices should improve
approximately 8.0% in 2013.

Housing metrics should expand in 2014 due to the economy growing
more rapidly next year, job growth moderately expanding (and
unemployment rates decreasing to 7.0% for 2014 from an average of
7.5% in 2013), despite somewhat higher interest rates as well as
more measured home price inflation. Single-family starts are
projected to improve 20.0% to 738,000 as multifamily volume grows
about 9% to 322,000. Thus, total starts next year should top 1
million. New home sales are forecast to advance about 20% to
508,000, while existing home volume increases 2.0% to 5.16
million.

New home price inflation should moderate next year, at least
partially because of higher interest rates. Average and median new
home prices should rise about 3.5% in 2014.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

Higher Mortgage Rates:

Mortgage rates have increased from levels earlier in the year. The
most recent Freddie Mac average mortgage rate was 4.29%, up 7 bps
sequentially from the previous week and about 84 bps higher than
the average rate during the month of April 2013, a recent low
point for mortgage rates. While the current rates are still well
below historical averages, the sharp increase in rates and rising
home prices are moderating affordability. The NAR's latest monthly
existing home affordability index was 164.3, well below the all-
time high of 213.6, but still meaningfully above the 20-year
average. In the case of HOV, whose average home price is roughly
$344,800, assuming a 20% down payment, a 100 bps rise in mortgage
rates will increase principal and interest payment by about $208
each month or a 12.2% impact.

There has been some short-term volatility in certain housing
metrics following the increase in interest rates (and higher home
prices) during the past six months. Existing home sales (on a
seasonally adjusted basis) fell 3.2% on a month-over-month basis
in October following a 1.8% decline in September. New home sales
in October grew 25.4% on a seasonally-adjusted basis to 444,000,
compared with 354,000 during the previous month. This follows a
6.6% month-over-month decline in September, a 1.6% improvement in
August and a 17.1% decline in the month of July. While Fitch does
not expect the current higher mortgage rates to derail the housing
recovery, a continued sharp increase in rates could further slow
it down.

Operating Environment:

HOV's homebuilding revenues for the first nine months of its 2013
fiscal year (ending July 31, 2013) increased 25.9% to $1.22
billion as home deliveries grew 16.3% to 3,658 homes and the
average selling price advanced 10.7% to $329,752.

Homebuilding gross profit margins (excluding inventory impairments
and lot option abandonments) also showed improvement, growing 220
bps to 16.0% during the first nine months of fiscal 2013 compared
with 13.8% during the same period last year. SG&A as a percentage
of sales declined to 12.5% during the nine-month period in fiscal
2013 from 14.2% last year. HOV reported a pre-tax loss of $11.7
million during the first nine months of fiscal 2013. (HOV reported
pre-tax profit of $10.4 million during the third quarter 2013
(3Q'13).) Fitch currently expects HOV will be profitable for all
of fiscal 2013.

New home orders improved 12.7% during the nine-month period but
only advanced 4.8% year-over-year (yoy) during the 3Q'13. The
company reported net order declines during the months of July and
August. Cancellation rates improved 300 bps to 17% during 3Q'13
compared with 20% during 3Q'12. HOV ended 3Q'13 with 2,569 homes
(+20.5% yoy) in backlog with a value of $897.2 million (+33.1%
yoy).

While there has been some short-term weakness in order trends due
to the sharp increase in interest rates, higher home prices and,
perhaps, the government shutdown and debt limit concerns, Fitch
currently does not expect this trend will persist into the 2014
spring selling season.

Credit Metrics:

Leverage at the end of the July quarter was 11.7x compared with
16.5x at the end of fiscal 2012. EBITDA to interest coverage is
low at 1x for the LTM period ending July 31, 2013 compared with
0.7x in fiscal 2012. Fitch expects these credit metrics will
improve in the next 12 months, although leverage is expected to
remain weak at around 9x - 10x. Interest coverage is projected to
improve to approximately 1.3x during fiscal 2014.

Liquidity:

The company ended the July 2013 quarter with $221.5 million of
unrestricted cash on the balance sheet and $52.2 million of
availability under its new $75 million unsecured revolving credit
facility maturing in 2018.

In September 2013, the company also completed a $41.6 million add-
on offering to its 6.25% senior notes due 2016. Net proceeds from
the notes issuance were used to redeem $39.7 million of senior
notes maturing in 2014. The company has no major debt maturities
until 2015, when $85 million of senior notes become due. The
company has about $260 million of debt maturing in 2016.

Land Strategy:

At July 31, 2013, the company controlled 32,780 lots (including
unconsolidated joint ventures), of which 49.8% were owned and the
remaining lots controlled through options and joint venture
partnerships. Based on total LTM closings (including
unconsolidated JVs), HOV controlled 5.6 years of land. The company
owned roughly 3.1 years of land based on consolidated LTM
closings.

As is the case with other public homebuilders, the company is
rebuilding its land position and trying to opportunistically
acquire land at attractive prices. Total lots controlled increased
12.0% yoy and grew 8.3% compared with the previous quarter. HOV
spent roughly $377 million on land purchases and development
activities during the first nine months of fiscal 2013 compared
with $236 million expended during the same period last year.

For the LTM period ending July 31, 2013, HOV reported negative
cash flow from operations of $52.1 million. Fitch expects HOV will
be cash flow negative by approximately $50 million - $100 million
during fiscal 2013, resulting in the company's liquidity position
comfortably within its $170 million - $245 million liquidity
target.

Rating Sensitivities:

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

HOV's ratings are constrained in the intermediate term because of
relatively high leverage metrics. However, additional positive
rating actions may be considered if the recovery in housing is
maintained and is meaningfully better than Fitch's current
outlook, HOV shows continuous improvement in credit metrics
(particularly debt-to-EBITDA consistently below 8x and interest
coverage above 2x), and preserves a healthy liquidity position.

A negative rating action could be triggered if the industry
recovery dissipates; HOV's 2014 revenues drop high-teens while the
pretax loss approaches 2012 levels; and HOV's liquidity position
falls sharply, perhaps below $125 million.

Fitch has upgraded the following ratings for HOV:

-- Long-term IDR to 'B-' from 'CCC';

-- Senior secured first lien notes due 2020 to 'B+/RR2'
    from 'B-/RR2';

-- Senior secured notes due 2021 to 'CCC+/RR5' from 'CCC-/RR5';

-- Senior secured second lien notes due 2020 to 'CCC/RR6'
    from 'CC/RR6';

-- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6';

-- Exchangeable note units due 2017 to 'CCC/RR6' from 'CC/RR6';

-- Series A perpetual preferred stock to 'CCC-/RR6' from 'C/RR6'.

The Rating Outlook is Stable.

Fitch's Recovery Rating (RR) of 'RR2' on HOV's senior secured
first-lien notes indicates good recovery prospects for holders of
these debt issues. The 'RR5' on the senior secured notes due 2021
indicates below-average recovery prospects in a default scenario.
The 'RR6' on HOV's senior secured second-lien notes, senior
unsecured notes, senior subordinated notes and preferred stock
indicates poor recovery prospects in a default scenario. HOV's
exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debtholders. Fitch applied a going
concern valuation analysis for these RRs.


HOWREY LLP: Trustee Sets Sights on Seyfarth to Recover Assets
-------------------------------------------------------------
Law360 reported that the trustee for folded law firm Howrey LLP
launched an adversary complaint in a California court against
Seyfarth Shaw LLP on Dec. 4, seeking to recover money made by
former Howrey lawyers when they took their unfinished business to
Seyfarth.

According to the report, Howrey liquidation trustee Allan B.
Diamond claims Seyfarth owes money earned by two former, unnamed
Howrey partners who completed work started while at Howrey.
Diamond says he is entitled to that "valuable asset," but the
complaint does not specify the amount of money at issue.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


INSPIRATION BIOPHARMA: Full-Payment Plan Confirmed
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Inspiration Biopharmaceuticals Inc., a developer of
hemophilia drugs before the business was sold, can implement a
liquidating Chapter 11 plan now that the bankruptcy judge in
Boston has signed a confirmation order approving the plan.

According to the report, no creditors objected to confirming a
plan designed to pay them in full.  The order was signed Dec. 4.

Inspiration held $2.75 million after sale of the assets, more than
enough to cover unsecured claims eventually estimated to total
$2.2 million after excess claims are eliminated.  The Cambridge,
Massachusetts-based company already distributed $50 million in
asset-sale proceeds.

Full payment may not come until mid-2014, according to the
disclosure statement.

Sales of almost all assets were completed in February and March.
Cangene Corp. paid $5.9 million cash and additional payments that
could total another $50 million for a drug used in the treatment
of hemophilia B. Baxter International Inc. completed the purchase
of the principal product under a contract that might end up being
worth as much as $700 million.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  Harold B. Murphy, Esq.,
and Andrew G. Lizotte, Esq., at Murphy & King, PC, in Boston,
Massachusetts, represent the Debtor.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INSPIREMD INC: Appoints VP of Global Sales Operations
-----------------------------------------------------
InspireMD Inc. appointed Rick Olson as vice president of Global
Sales Operations based in the United Kingdom.

Mr. Olson, 52, will be responsible for fully implementing the
global sales strategy the Company has developed over the past
several months.  Also, his extensive experience in coronary,
vascular and peripheral product sales will enable the Company to
begin to advance commercial efforts across all three therapeutic
areas.

Mr. Olson is a 25-year global sales, marketing and management
executive with expertise in developing and executing strategies to
achieve scalable growth for an array of novel medical device
technology companies, including Boston Scientific and Covidien.
Prior to joining InspireMD, Mr. Olson served as the Director of
International Strategy and HPMS (High Performance Management
System) at Covidien.  Before it was acquired by Covidien, Mr.
Olson was Director of International Neurovascular Marketing &
Sales Force Development at ev3, Inc., where he initiated market
development and sales execution strategies for all OUS markets.
During his tenure with ev3, revenues increased from less than $5
million to over $400 million in sales leading up to the
acquisition of ev3 by Covidien in 2008.  Prior to that, Mr. Olson
spent nine years at Boston Scientific where he served in various
sales and marketing leadership positions both in Europe and the
United States.  Mr. Olson holds a Bachelor's Degree in Psychology
from Oregon State University.

"We are delighted to have Rick join the team at this important
time in the Company's commercialization efforts," commented Alan
Milinazzo, chief executive officer of InspireMD.  "Rick has a
strong track record of building successful sales organizations in
the coronary, vascular and peripheral therapeutic markets.  His
ability to positively lead our organization in all three
therapeutic areas is a tremendous benefit to our commercial
efforts as we enter the next phase of our selling activities.
Further, Rick's success in implementing highly efficient and
successful sales strategies has spanned virtually all geographies.
This allows us to advance our current market strategies and
evaluate new markets across all therapeutic areas.'

In connection with his appointment, InspireMD made an inducement
grant to Mr. Olson pursuant to a stand-alone award agreement
outside of InspireMD's 2011 Umbrella Option Plan as an inducement
material to Mr. Olson entering into employment with InspireMD in
accordance with Section 711(a) of the NYSE MKT Company Guide.  The
inducement grant was approved by the compensation committee of
InspireMD's board of directors, which is comprised solely of
independent directors.  Mr. Olson's inducement grant consists of a
stock option to purchase up to 150,000 shares of InspireMD's
common stock, with a per share exercise price equal to the closing
price of the Company's common stock on Dec. 2, 2013, the first
trading day following the effective date of Mr. Olson's employment
with InspireMD.  Mr. Olson's option vests and becomes exercisable
in three equal annual installments beginning on the one-year
anniversary of the date of grant, subject to his continuous
service through each vesting date.  The option has a term of 10
years from the date of grant.

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD incurred a net loss of $29.25 million for the year ended
June 30, 2013, as compared with a net loss of $17.59 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $17.68 million in total assets, $4.67 million in
total liabilities and $13 million in total equity.


INTELLICELL BIOSCIENCES: Authorized Common Shares Hiked to 1.5BB
----------------------------------------------------------------
Intellicell Biosciences, Inc., filed an amendment to the Company's
articles of incorporation with the Secretary of State of the State
of Nevada, to increase the Company's authorized common stock from
500,000,000 shares of common stock, par value $0.001 per share, to
1,500,000,000 shares of common stock, par value $0.001 per share.
A copy of the Amendment is available for free at:

                        http://is.gd/pla40I

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


INT'L FOREIGN EXCHANGE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
International Foreign Exchange Concepts Holdings Inc. filed with
the U.S. Bankruptcy Court for the Southern District of New York
its schedules of assets and liabilities, disclosing:


     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                     $0.00
  B. Personal Property          1,621,636.39
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $377,103.97
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims                                              0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     78,788,444.04
                              --------------    -------------
        TOTAL                  $1,621,636.39   $79,165,548.01

A full-text copy of International Foreign Exchange's schedules may
be accessed for free at http://is.gd/Dg9DXh

            About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INTERFAITH MEDICAL: Dec. 9 Hearing on Exclusivity Extension
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on Dec. 9, 2013, at 2:00 p.m., to consider
Interfaith Medical Center Inc.'s fifth motion for extension of its
exclusive periods to file a plan of reorganization and solicit
acceptances on that plan.

The Debtor requested that the plan filing period be extended until
Jan. 30, 2014; and the solicitation period until April 3.

The Debtor noted that, absent an extension, its exclusive filing
period will expire Dec. 16, and its solicitation period will
expire Feb. 17.

                  About Interfaith Medical Center

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

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

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

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

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


JC PENNEY: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 97.79 cents-on-the-
dollar during the week ended Friday, Dec. 6, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.26
percentage points from the previous week, The Journal relates. JC
Penney pays 500 basis points above LIBOR to borrow under the
facility. The bank loan matures on April 29, 2018, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


LANDAUER HEALTHCARE: Dec. 20 Hearing on Exclusivity Extension
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 20, 2013, at 10:00 a.m., to consider
Landauer Healthcare Holdings, Inc, et al.'s motion for exclusivity
extensions.  Objections, if any, are due Dec. 13, at 4:00 p.m.

The Debtors requested that the Court extend their exclusive
periods to file a Chapter 11 Plan until April 14, 2014, and
solicit acceptances for that Plan until June 12.

The Debtors' first request for an extension of the deadline was
only sought out of abundance of caution as the Debtors hope and
believe they will be able to confirm the Plan prior to the
expiration of the exclusive solicitation period.

As reported in the Troubled Company Reporter on Dec. 5, 2013,
the Debtors fine-tuned their joint plan of reorganization and the
explanatory disclosure statement ahead of a Dec. 9 hearing.

The Plan is premised on the terms of the settlement between the
Creditors' Committee, LMI DME Holdings LLC and Quadrant, which
provides for the creation of a trust for the sole benefit of
holders of general unsecured claims and if the Plan is confirmed,
holders of allowed convenience class claims and to which the
secured lender carved out from its collateral certain assets to be
contributed thereto.  The Bankruptcy Court approved the settlement
on Oct. 22, 2013.

Under the Plan:

    * Administrative claims expected to total $324,000, priority
      tax claims of $170,000 and priority non-tax claims of
      $86,000 will be paid in full;

    * Quadrant, which acquired the prepetition credit facility
      claim of $29.98 million, will have a 73.4% recovery in the
      form of a $10 million secured note and 100% of the new
      common stock.

    * Holders of general unsecured claims estimated at $16 million
      to $26 million will receive shares in the GUC trust and are
      expected to have a 4.8% to 14.5% recovery.

    * Small unsecured claims (convenience class) are expected to
      total $366,000 and holders of those claims will be paid 10%
      in cash on the effective date of the Plan.

    * Holders of existing equity interests won't receive any
      distributions.

A copy of the Disclosure Statement dated Nov. 27, 2013, is
available for free at:

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

                    About Landauer Healthcare

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

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

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

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.  Maillie LLP serves as the
Debtors' tax accountants.

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

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


LEHMAN BROTHERS: Claims Objection Deadline Moved to 2015
--------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York extended Lehman Brothers Holdings Inc.'s
deadline to file objections to and request estimation of claims
against the company.

The U.S. Bankruptcy Court in Manhattan handed down a decision
extending the deadline to Sept. 6, 2015, despite objections from
Lehman creditors.

QVT Fund LP, which asserts a $280 million claim against Lehman
and some of its subsidiaries, wanted its claim resolved
immediately, saying it has waited long enough for the resolution
of its claim and that it has already incurred significant costs.
The same objection was echoed by DEPFA Bank plc, Highland CDO
Opportunity Master Fund LP, and Russell Investments.  Each of the
claimants criticized the amount of time it might have to wait to
before its individual claim is resolved.

Lehman defended the 18-month extension, arguing that it is
"illogical and impractical" to force the company to object to and
resolve particular claims immediately when all disputed claims
are considered together.

As of Nov. 1, about 4,500 claims filed against Lehman and its
subsidiaries remain unresolved.  The company so far has
distributed more than $62.8 billion to holders of more than
25,500 approved claims, court papers show.

DEPFA Bank is represented by:

     Jonathan P. Guy, Esq.
     James W. Burke, Esq.
     ORRICK, HERRINGTON & SUTCLIFFE LLP
     1152 15th Street, N.W.
     Washington, DC 20005
     Tel: (202) 339-8516
     Fax: (202) 339-8500
     Email: jguy@orrick.com

Highland CDO is represented by:

     Michael D. Warner, Esq.
     Ilana Volkov, Esq.
     COLE, SCHOTZ, MEISEL, FORMAN & LEONARD P.A.
     900 Third Avenue, 16th floor
     New York, NY 10022-4728
     Tel: (212) 752-8000
     Fax: (212) 752-8393
     Email: mwarner@coleschotz.com
            ivolkov@coleschotz.com

QVT Fund is represented by:

     Robin E. Keller, Esq.
     HOGAN LOVELLS US LLP
     875 Third Avenue
     New York, NY 10022
     Tel: (212) 918-3000
     Fax: (212) 918-3100
     Email: robin.keller@hoganlovells.com

Russell Investments is represented by:

     Shmuel Vasser, Esq.
     Janet Bollinger Doherty, Esq.
     DECHERT LLP
     1095 Avenue of the Americas
     New York, NY 10036
     Tel.: (212) 698-3500
     Fax: (212) 698-3599
     E-mail: shmuel.vasser@dechert.com
             janet.doherty@dechert.com

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: LBI Trustee Seeks to Pay Grace Claim in Cash
-------------------------------------------------------------
The trustee liquidating Lehman Brothers Inc. seeks a court order
allowing the brokerage to pay Grace Brothers Ltd. in cash in lieu
of securities to satisfy its customer claim.

In court papers, James Giddens, the Lehman brokerage's trustee,
asked the U.S. Bankruptcy Court in Manhattan for approval to
satisfy the claim of Grace Brothers for three unavailable
securities with cash equal to the value of those securities.

The trustee proposed to pay $91,120 to Grace Brothers, which is
the value of the securities as of Sept. 19, 2008, the date the
Lehman brokerage was put under liquidation.

The securities -- three substantially identical bonds -- were
valued using the Electronic Municipal Market Access database, a
resource of the Municipal Securities Rulemaking Board which
tracked the bonds' traded value.

Lehman's books and records reflected a valuation of zero dollar
for each of the bonds.  However, in light of the information
available on EMMA and the particularized nature of the bonds, the
trustee proposes distributing $91,120 instead, according to the
court filing.

The bonds went into default following the failure in 1991 of
Executive Life, the insurance firm that issued guaranteed
investment contracts where issuers invested the original proceeds
of the bonds.

Since 1999, the Insurance Commissioner of the State of
California, who has acted as conservator of the Executive Life
estate, has been embroiled in litigation against the purchasers
of the insurance firm's assets.  Thus, the value of the bonds has
become entirely dependent on the litigation, according to the
court filing.

A court hearing is scheduled for Dec. 19.  Objections are due by
Dec. 12.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Court Okays Settlement With Exum Ridge
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
agreement, which partially resolves disputes related to a credit
default swap deal between Lehman Brothers Holdings Inc.'s special
financing unit and Exum Ridge CBO 2006-1.

The court order does not apply with respect to the settlement
agreement relating to Exum Ridge CBO 2007-2 Ltd. and Exum Ridge
CBO 2007-2 Corp.

Lehman on Dec. 2 withdrew its request for approval of the Exum
Ridge CBO 2007-2 agreement following objections from a group of
noteholders including BAC Florida Bank, ESP Funding I Ltd., and
Whaleback Foundation.

BAC Florida had said the settlement agreement "seriously impairs"
the right of noteholders to be heard, pointing out that the deal
contains so-called "poison pill provision" that penalizes a
noteholder that files an objection.  Meanwhile, ESP Funding and
Whaleback rejected the settlement amount being offered under the
deal in exchange for their notes.

BAC Florida is represented by:

     Allen Kadish, Esq.
     DICONZA TRAURIG LLP
     630 Third Avenue, 71h Floor
     New York, NY 10017
     Tel: (212) 682-4940
     Fax: (212) 682-4942
     Email: akadish@dtlawgroup.com

ESP Funding is represented by:

     Joshua Dorchak, Esq.
     BINGHAM MCCUTCHEN LLP
     399 Park Avenue
     New York, NY 10022
     Tel: (212) 705-7784
     Email: joshua.dorchak@bingham.com

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Baupost Bid to Quash Subpoena Denied
-----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan denied the request of
Baupost Group, LLC, to quash the subpoena issued against the
company by Lehman Brothers Holdings Inc.

Lehman served the subpoena to force Baupost to turn over
documents in connection with its investigation of Giants Stadium
LLC's claims against the company and its special financing unit.

Lehman also previously asked the bankruptcy court to force
Baupost to release documents showing how the $300 million claim
it bought from the stadium company was later increased to $600
million.

The claims stemmed from the swap deal Giants Stadium entered into
with Lehman's special financing unit in connection with the $700
million of auction-rate bonds it issued to finance the
construction of a football stadium in New Jersey.

The stadium company terminated the swap deal after the Lehman
units filed for bankruptcy protection in September 2008.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LANDS' END: Spin-Off from Sears Carries Fraudulent Conveyance Risk
------------------------------------------------------------------
Sears Holdings Corporation (NASDAQ: SHLD) announced Friday morning
that, in connection with its previously announced consideration of
a separation of its Lands' End business, Lands' End, Inc.
delivered a registration statement on Form 10 to the Securities
and Exchange Commission.  The registration statement -- a copy of
which is available at http://1.usa.gov/1bljTDrat no charge --
discloses that potential fraudulent conveyance litigation risk
accompanies the transaction.

As widely reported, Sears Holdings intends to spin off its Lands'
End business through the pro rata distribution of all of the
shares of common stock of Lands' End, Inc.  Sears expects that the
spin-off will be tax-free to U.S. stockholders except for any cash
received in lieu of fractional shares.  The spin-off is subject to
the approval of Sears' Board of Directors and the satisfaction of
certain other conditions described in the registration statement.

"Potential liabilities may arise under fraudulent conveyance and
transfer laws and legal capital requirements, which could have an
adverse effect on our financial condition and our results of
operations," the registration statement discloses, and continues
by saying:

"In the event that any entity involved in the spin-off (including
certain internal restructuring and financing transactions
contemplated to be consummated in connection with the spin-off)
subsequently fails to pay its creditors or enters insolvency
proceedings, these transactions may be challenged under U.S.
federal, U.S. state and foreign fraudulent conveyance and transfer
laws, as well as legal capital requirements governing
distributions and similar transactions.  If a court were to
determine under these laws that, (a) at the time of the spin-off,
the entity in question: (1) was insolvent; (2) was rendered
insolvent by reason of the spin-off; (3) had remaining assets
constituting unreasonably small capital; (4) intended to incur, or
believed it would incur, debts beyond its ability to pay these
debts as they matured; or (b) the transaction in question failed
to satisfy applicable legal capital requirements, the court could
determine that the spin-off was voidable, in whole or in part.
Subject to various defenses, the court could then require Sears
Holdings or [Lands' End], or other recipients of value in
connection with the spin-off (potentially including our
stockholders as recipients of shares of our common stock in
connection with the spin-off), as the case may be, to turn over
value to other entities involved in the spin-off and contemplated
transactions for the benefit of unpaid creditors.  The measure of
insolvency and applicable legal capital requirements will vary
depending upon the jurisdiction whose law is being applied.

The Sears Holdings board of directors expects that Lands' End and
Sears Holdings will each be solvent at the time of, and after
giving effect to, the spin-off, and that the distribution and
related transactions will satisfy applicable legal capital
requirements.  The expectations of the Sears Holdings board of
directors in this regard are based on a number of assumptions,
including its expectations as to the post-spin-off operating
performance and cash flow of each of Lands' End and Sears Holdings
and its analysis of the post-spin-off assets and liabilities of
each company.  In addition, it is a condition to the distribution
that each of Lands' End and Sears Holdings receive opinions, in
form and substance acceptable to Sears Holdings in its sole
discretion and from an outside firm acceptable to Sears Holdings
in its sole discretion, with respect to the solvency of each of
Lands' End and Sears Holdings."  Lands' End says it "cannot assure
. . . that a court, regulator or other governmental entity would
reach the same conclusions as to solvency or the satisfaction of
legal capital requirements in connection with the spin-off."

Headquartered in Dodgeville, WI, Lands' End --
http://www.landsend.com-- markets traditionally-styled casual
apparel for men, women, and children through its flagship and
specialty catalogs, website, and more than a dozen free-standing
retail stores, including shops in Germany, the UK, and Japan.  It
also has about 290 in-store Lands' End Shops at Sears locations.
Lands' End also offers home goods, soft luggage, school uniforms,
and logoed business apparel and products.  The company with the
misplaced apostrophe in its name has been expanding its online
presence, but catalogs continue to be its primary sales channel.
Lands' End is owned by Sears, Roebuck, which is owned by Sears
Holdings.


LIGHTSQUARED INC: Dish's Ergen Seeks More Spectrum
--------------------------------------------------
Ina Fried, writing for Daily Bankruptcy Review, reported that the
Federal Communications Commission on Dec. 4 revealed the list of
bidders for the upcoming spectrum auction, and it looks like
Dish's Charlie Ergen won't have much in the way of competition.

"The list of bidders for the FCC's H-Block spectrum auction is out
and there doesn't appear to be any major companies planning on
challenging Dish for the spectrum," BTIG analyst Walter Piecyk
said in a research note, the report related.  "While large
companies can often use aliases like American H Block Wireless LLC
or PCS Partners LP, there are no clear indications that the likes
of Verizon, Amazon or Google are planning to bid."

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Hostile Takeover to Culminate Jan. 9
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the fight over valuable frequency licenses owned by
bankrupt LightSquared Inc. is inching toward conclusion at a
Jan. 9 confirmation hearing, where the bankruptcy judge will
approve one of four competing reorganization plans.

According to the report, in a revised schedule laid down by U.S.
Bankruptcy Judge Shelley C. Chapman in New York, the auction to
determine who will pay the most for the assets will occur Dec. 11.
Creditors have until Dec. 30 to vote on the plans and specify
which one they prefer.

LightSquared will publish voting results on Jan. 3. The parties
will submit their final briefs by Jan. 7, before the plan-approval
hearing two days later.

In the meantime, Judge Chapman will hold a Dec. 10 hearing to
decide about dismissing the latest iterations of lawsuits filed
against Charles Ergen and his Dish Network Corp., who are
sponsoring a plan and offering $2.2 billion to buy the
frequencies. There are separate suits by LightSquared and by
Philip Falcone's Harbinger Capital Partners LLC, LightSquared's
controlling shareholder.

LightSquared submitted a brief opposing dismissal of its
complaint. A Dish affiliate filed papers giving reasons for
dismissal of the latest version of Harbinger's complaint.

The plans on file include one each by LightSquared and Harbinger,
one from a group of secured lenders and one from Mast Capital
Management LLC. Dish would take control under the secured lenders'
plan.

                      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.


LLS AMERICA: Judge Recommends C$13,238 Award vs Masterline Design
-----------------------------------------------------------------
Judge Patrica C. Williams issued a Report and Recommendation
awarding Plaintiff Bruce P. Kreigman judgment against Defendant
Masterline Design in the amount of C$13,238, plus post-judgment
interest at the rate of 0.13 percent per annum, in the lawsuit
BRUCE P. KRIEGMAN, solely in his capacity as court-appointed
Chapter 11 Trustee for LLS America, LLC, Plaintiff(s), v. 1418490
ONTARIO, LTD., et al., Defendant(s), Adv. Proc. No. 11-80295
(Bankr. E.D. Wash.).

A copy of Judge Williams' Oct. 15, 2013 Report and Recommendation
Re: Judgment Against Defendant Masterline Design is available at
http://is.gd/JlWPmmfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Judge Recommends $13,270 Award vs. Natasha Khan
------------------------------------------------------------
Judge Patrica C. Williams issued a Report and Recommendation
awarding Plaintiff Bruce P. Kreigman judgment against Defendant
Natasha Khan in the amount of $13,270, plus post-judgment interest
at the rate of 0.13 percent per annum, in the case BRUCE P.
KRIEGMAN, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC, Plaintiff(s), v. PHYLLIS BLEA, et
al., Defendant(s), Adv. Proc. No. 11-80294 (Bankr. E.D. Wash.).

A copy of Judge Williams' Oct. 15, 2013 Report and Recommendation
Re: Judgment Against Defendant Natasha Khan is available at
http://is.gd/GDVxPIfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Bid to Dismiss Claims v. Coopers, et al., Denied
-------------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson entered an order
denying the "Motion to Dismiss Claims for Lack of Statutory
Authority and to Exclude Canadian Transactions," submitted on
behalf of multiple defendants, in the complaint captioned BRUCE P.
KRIEGMAN, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC, Plaintiff, v. PAUL and DIANE COOPER,
et al., Defendants, Adv. Proc. No. 11-80093-PCW11 (E.D. Wash.).

The District Court finds that the motion is untimely.  Moreover,
the judge finds that "the claims touch and concern the territory
of the United States . . . with sufficient force to displace the
presumption against extraterritorial application."

A copy of the District Court's Oct. 16, 2013 Order is available at
http://is.gd/Cs5FsCfrom Leagle.com.

                   About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Dist. Court Dismisses Certain Defendants in 7 Cases
----------------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson entered separate
orders on Oct. 16, 18, and 21, 2013, adopting the Washington
Bankruptcy Court's Reports and Recommendations to dismiss several
defendants in separate complaints brought by the trustee of LLS
America, LLC.

The District Court dismissed these defendants with prejudice:

* Defendants Mary K. Schneider, Stephen Ruppert, John Mayer and
   Joshua and Holly Wickersham in the adversary complaint BRUCE P.
   KRIEGMAN, solely in his capacity as court-appointed Chapter 11
   Trustee for LLS America, LLC, Plaintiff, v. NICHOLAS BLEA., et
   al., Defendants, Adv. Proc. No. 11-80294

* Defendants Ronald N. Grant and Sougal Shewan in the adversary
   complaint BRUCE P. KRIEGMAN, solely in his capacity as court-
   appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff,
   v. 558778 BC, LTD, et al., Defendants, Adv. Proc. No. 11-80295

* Defendants Graham and Keren Campbell and Kirkwood Kitchens,
   Inc., in the adversary complaint BRUCE P. KRIEGMAN, solely in
   his capacity as court-appointed Chapter 11 Trustee for LLS
   America, LLC, Plaintiff, v. AMY BELLING, et al., Defendants,
   Adv. Proc. No. 11-80296

* Defendants Doug and Barbara James, Elaine Nichols, Debbie
   Krysciak, Lois and Ron Taylor, and Kathy Roberts in the
   adversary complaint BRUCE P. KRIEGMAN, solely in his capacity
   as court-appointed Chapter 11 Trustee for LLS America, LLC,
   Plaintiff, v. 692323 CAPITAL, INC., et al., Defendants, Adv.
   Proc. No. 11-80297

* Defendant Ann Richards in the adversary complaint BRUCE P.
   KRIEGMAN, solely in his capacity as court-appointed Chapter 11
   Trustee for LLS America, LLC, Plaintiff, v. ANN RICHARDS, et
   al., Defendants, Adv. Proc. No. 11-80298

* Defendants Frances and Harry Taormina in the adversary
   complaint BRUCE P. KRIEGMAN, solely in his capacity as court-
   appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff,
   v. MARK BIGELOW, et al., Defendants, Adv. Proc. No. 11-80299

* Defendant Jennifer Mendoza and Frank and Lauren D'Alessandro
   in the adversary complaint BRUCE P. KRIEGMAN, solely in his
   capacity as court-appointed Chapter 11 Trustee for LLS America,
   LLC, Plaintiff, v. ANTHONY ALFARONE., et al., Defendants, Adv.
   Proc. No. 11-80302

A copy of one of the District Court's orders dated Oct. 16 is
available at http://is.gd/1x2Ys8from Leagle.com.

The District Court also dismissed these defendants in different
cases, and noting that they are the sole defendants in those
cases, ordered that the cases be dismissed with prejudice:

* Defendants Gerald and Katherine Brown in the adversary
   complaint BRUCE P. KRIEGMAN, solely in his capacity as court-
   appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff,
   v. GERALD BROWN AND KATHERINE BROWN, Defendants, Adv. Proc. No.
   11-80187

* Defendant Karen Falker in the adversary complaint BRUCE P.
   KRIEGMAN, solely in his capacity as court-appointed Chapter 11
   Trustee for LLS America, LLC, Plaintiff, v. KAREN FALK,
   Defendant, Adv. Proc. No. 11-80148

* Defendant Dover Developments in the adversary complaint BRUCE
   P. KRIEGMAN, solely in his capacity as court-appointed Chapter
   11 Trustee for LLS America, LLC, Plaintiff, v. DOVER
   DEVELOPMENTS, Defendant, Case No. 11-80172

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LONGVIEW POWER: Dec. 18 Hearing on Approval of Incentive Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 18, 2013, at 1:00 p.m., to consider
Longview Power, LLC, et al.'s motion to implement a key employee
incentive plan.  Objections, if any, are due Dec. 11 at 4:00 p.m.

The Debtors requested the Court to authorize and approve the KEIP
for four key senior executives of the Longview Debtors, providing
a target award opportunity of approximately $1.1 million in the
aggregate with a maximum award opportunity of approximately $1.6
million in the aggregate.

According to the Debtors, to provide appropriate incentives to
achieve a driving business performance and achieving a swift
emergence from Chapter 11, the Debtors reached an agreement
with the backstoppers on the KEIP to motivate the Debtors' senior
management team to outperform during this critical time period.
The KEIP requires the participants to guide the Debtors through
the Chapter 11 process and to consummate the Plan on a swift
timeline given the complexities of the Debtors' capital structure
and the conditions precedent to consummation of the Plan.

The KEIP participants will be entitled to a cash payment if the
Debtors meet the performance targets set forth in the Key Employee
Incentive Plan.  If the KEIP participants fail to meet any of the
timeline dates, however, the KEIP Participants will not receive an
award for the performance target.

A copy of the terms of the KEIP is available for free at:

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

                     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.


LONGVIEW POWER: Taps Raymond Dombrowski as Restructuring Officer
----------------------------------------------------------------
Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for authorization to (a) expand the
scope of employment of Alvarez & Marsal North America, LLC and
(b) designate Raymond Dombrowski as chief restructuring officer
nunc pro tunc to Nov. 7, 2013.

The Debtors said that A&M will provide them a deputy chief
financial officer and certain additional personnel and designate
James M. Grady as deputy chief financial officer.

Pursuant to the retention order and the engagement letter, the
Debtors designated Mr. Grady as the deputy chief financial officer
nunc pro tunc to the Petition Date, and the Debtors were
authorized to utilize A&M personnel.

As the Court is aware, the Debtors are engaged in both a financial
and operational restructuring.  To this end, the Debtors
recognized that the retention of additional restructuring
personnel could benefit the Debtors' overall efforts to preserve
and maximize value.  In addition, the Debtors sought to prepare
for contingencies that could require.

To facilitate these efforts, the Debtors designated Mr. Dombrowski
as CRO for the Mepco Debtors on Nov. 7, 2013, pursuant to the
terms of the engagement letter and subject to the Court's
approval.  The appointment was made by the Mepco Debtors' boards
of managers, with input and advice from the Debtors' restructuring
professionals.

Mr. Dombrowski's duties as CRO will include, among other things:

   a) providing crisis management services to the Debtors;

   b) assisting in the implementation of the Debtors' plan of
      reorganization, including review of the Debtors' business
      plan and execution of operational changes and performance
      improvement initiatives;

   c) serving as liaison between the Debtors and the Backstoppers;

   d) assisting in negotiations with the Debtors' secured lenders,
      customers, trade creditors, and other stakeholders; and (e)
      any other services as requested by the Debtors' board of
      managers and agreed to by A&M.

As a managing director at A&M, Mr. Dombrowski's hourly rate is
$850.

The Debtors submit that A&M continues to be a "disinterested
person" as that term is defined by Section 101(14) of the
Bankruptcy Code.

The Court will convene a hearing on Dec. 18, 2013, at 1:00 p.m.,
to consider the matter.  Objections, if any, are due Dec. 11, at
4:00 p.m.

                     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


LONGVIEW POWER: Asks Court to Approve More Tasks for Ernst & Young
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 18, 2013, at 1:00 p.m., to consider
Longview Power, LLC, et al.'s supplemental application for an
order expanding the scope of employment of Ernst & Young LLP to
include audit services and additional tax compliance services nunc
pro tunc to Nov. 26, 2013.  Objections, if any, are due Dec. 11,
2013, at 4:00 p.m.

As reported in the Troubled Company Reporter on Oct. 4, 2013,
the Court authorized the Debtors to employ EY LLP as their tax
advisor to the Debtors.

The Debtors, in their supplemental application, stated that
neither the audit services nor the additional tax compliance
services duplicate services being provided to the Debtors by other
professionals in the chapter 11 cases.  The Debtors have not hired
any other professionals to perform either the audit services or
the additional tax compliance services.

The additional services to be provided, includes (i) auditing and
reporting on the consolidated financial statements of the Debtors
for the year ended Dec. 31, 2013; (ii) preparing the tax return
forms for each of the identified Debtors.

Pursuant to the terms and conditions of the Audit engagement
letter, the Debtors and EY LLP have agreed that EY LLP will bill
the Debtors for all services performed under the audit engagement
letter at these hourly rates, depending on the classification of
professional providing such services:

   Title                                 Range of Rates Per Hour
   -----                                 -----------------------
Partner, Principal, Executive Director       $475 - $525
Senior Manager                               $375 - $435
Manager                                      $345 - $375
Senior                                       $240 - $305
Staff                                        $145 - $200

Pursuant to the terms and conditions of the additional tax
compliance SOW, the Debtors and EY LLP have agreed that EY LLP
will bill the Debtors for all services performed under the
additional tax compliance SOW at these hourly rates, depending on
the classification of professional providing such services:

   Title                                 Range of Rates Per Hour
   -----                                 -----------------------
Partner, Principal, Executive Director       $750 - $900
Senior Manager                               $675 - $825
Manager                                      $575 - $625
Senior                                       $375 - $550
Staff                                        $150 - $300

To the best of the Debtors' knowledge, EY LLP is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     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.


MERCATOR MINERALS: Lenders Extend Forbearance to Dec. 13
--------------------------------------------------------
Mercator Minerals Ltd. on Dec. 6 disclosed that further to the
September 30, 2013, October 31, 2013, November 15, 2013 and
November 29, 2013 press releases, the Company and its indirect
wholly owned subsidiary, Mineral Park Inc., has been advised by
the syndicate of lenders under the MPI credit facility that an
extension of the forbearance in exercising any remedies under the
Credit Facility and waiver of certain other covenants until
December 13, 2013 will be granted.  The Company expects to receive
executed documents to that effect prior to the close of business
on December 6, 2013.  As with previous forbearances, this may be
extended beyond December 13, 2013 with the approval of the
requisite Lenders.

                   About Mercator Minerals Ltd.

Mercator Minerals Ltd. -- http://www.mercatorminerals.com/-- is a
TSX listed base metals mining company, operates the wholly-owned
copper/molybdenum/silver Mineral Park Mine in Arizona, USA.
Mercator also wholly-owns two development projects in Sonora,
Mexico: the copper heap leach El Pilar project and the
molybdenum/copper El Creston property.


METRO AFFILIATES: Wins Final Loan Approval Pending Sale
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atlantic Express Transportation Corp., whose school
buses and routes go up for auction on Dec. 11, secured final
approval of financing to tide the company over until the assets
are sold.

According to the report, Atlantic, the fourth-largest school-bus
operator in the U.S., was in Chapter 11 twice before. It emerged
most recently from reorganization in early 2004. The first
bankruptcy was in 1994. Existing lender Wells Fargo Bank NA is
financing the new bankruptcy with a $37 million facility.

The Staten Island, New York-based company initiated the latest
Chapter 11 reorganization on Nov. 4. Bids for parts or all of the
business are due Dec. 6, followed by a Dec. 11 auction and a
hearing on Dec. 16 for approval of sale.

Atlantic has 4,300 vehicles in New York and four other states.
Revenue for the school year ended in June was $436.2 million.

The balance sheet listed assets of $173.4 million against
liabilities of $251.2 million, including $43.3 million owed on a
revolving credit, letters of credit and vehicle loans. There is
another $155 million on second-lien secured notes, not counting
other debt to purchase vehicles.

Wayzata Opportunities Fund LLC and affiliates own 73 percent of
the equity and some of the notes, as part of a prior debt
exchange.

                     About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MF GLOBAL: 2nd Circ. Nixes Customers' Bid for Ch. 11 Priority
-------------------------------------------------------------
Law360 reported that the Second Circuit rejected a bid by Sapere
Wealth Management LLC to overturn a ruling that MF Global Inc.
commodity customers could not jump ahead of other creditors in the
MF Global Holdings Ltd. Chapter 11 proceedings.

According to the report, a three-judge panel upheld a New York
federal court's October 2012 ruling shutting down Sapere's bid for
reconsideration of U.S. Bankruptcy Judge Martin Glenn's February
2012 order, which disallowed commodity customers getting paid
before all other Chapter 11 creditors.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MILLION AIR: Moody's Affirms 'B1' Rating on Revenue Bonds
---------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating assigned to
Million Air One LLC's (FL) General Aviation Facilities Projects
Revenue Bonds, Series 2011 issued by the Capital Trust Agency. The
rating outlook remains negative.

Summary Rating Rationale:

The rating reflects Million Air One's competitiveness as one of
the major brands in the Fixed Base Operator (FBO) industry, its
diversified revenue stream from three locations, at two of which
Million Air One currently faces no competition, and project
finance features including a debt service reserve and a
supplemental reserve fund which when fully funded cover two years
worth of debt service. The rating considers the specialized nature
of service within the FBO industry, a customer base susceptible to
macroeconomic conditions, no long-term contracts, and low
financial metrics. The rating acknowledges Million Air One's
reliance on cash flow from its Houston operation, which faces
competition and is currently undergoing construction to enhance
its competitive position. Moreover, the rating recognizes the
project's exposure to event risk, given the geographic
concentration across the Gulf of Mexico much of which is mitigated
by a comprehensive insurance package.

Strengths:

Operations at three separate locations in Houston, TX,
Tallahassee, FL, and Gulfport-Biloxi, MS provide revenue
diversity, though more than 50% is concentrated at the Houston
location, and all three are located along the Gulf Coast

Projects have strong competitive position with little to no
competition at Tallahassee and Gulfport-Biloxi, and a market
leading position among the five FBOs at Houston

Cost containment measures have been effective; operating
expenditure decreased by 0.4% for the first nine months of 2013 in
conjunction with 10% revenue growth

Construction at Houston is behind its original schedule but now
expected to achieve substantial completion by January 2014

Challenges:

Low initial revenues have made the company unable to fully fund
its required supplemental reserve and have called into question
long-term viability of company revenues

The FBO industry is highly competitive and fragmented, though
Million Air is one of the largest national brands

Long-term national demand for FBO services has been increasing,
but it is sensitive to macroeconomic factors such as national and
local economic conditions, oil price fluctuations, and federal
spending priorities

Low debt service coverage reveals little resiliency to risk of
unexpected events

Cross default among Million Air One, LLC and the three
subsidiaries would result in an indenture default if any of the
projects default on its ground lease. This is mitigated by a six-
month security deposit and the structure whereby lease payments
are made ahead of debt service

The current leases at Tallahassee and Gulfport-Biloxi expire
before the end of debt service requirements; 2 and 3 years,
respectively, but each has an option period that could cover the
remaining period

Outlook

The negative outlook is based on the existence of the forbearance
agreement which has not been renewed and the company's limited
track record of generating sustainable cash flows to fund its debt
service. While the financial performance in first nine months of
2013 has been better than budgeted, business remains vulnerable to
macroeconomic cycles. The recent financial performance comes on
the back of improved macroeconomic environment, which has a direct
impact on the FBO industry volumes. Moody's also expects
improvement in revenue growth at Houston with the completion of
the construction project.

What could change the rating UP:

In light of the negative rating outlook, limited prospects exist
for a higher rating in the short-run. Longer-term, consideration
of a higher rating could emerge after the completion of the
Houston construction, the full funding of all reserve accounts,
and a continuous increase in Million Air One's customer base
resulting in higher revenues and margins that yield a sustained
minimum DSCR that exceeds 1.75.

What Could Change the Rating DOWN:

Downward rating pressure will increase if there is weaker
financial performance, a significant decrease in fuel sales, the
termination of any of the existing ground leases or a failure to
satisfactorily address the current expired forbearance agreement
including satisfying all of the agreed-upon supplemental reserve
requirements.


MOTORS LIQUIDATION: To Make Special Excess Distribution
-------------------------------------------------------
The Motors Liquidation Company GUC Trust, on Sept. 26, 2013,
entered into a Settlement Agreement relating to the settlement of
certain claims filed by or on behalf of holders of certain notes
issued by General Motors Nova Scotia Finance Company and
guaranteed by Motors Liquidation Company.  The Settlement
Agreement became effective on Nov. 25, 2013.

Pursuant to the Settlement Agreement, the GUC Trust is required to
make a special distribution of excess distributable assets to
holders of units of beneficial interest in the GUC Trust on an
accelerated basis in accordance with Sections 5.4 and 5.8 of the
Amended and Restated Motors Liquidation Company GUC Trust
Agreement dated as of June 11, 2012, as amended.  Accordingly, the
GUC Trust announced that it anticipates making the Special Excess
Distribution on or about Dec. 20, 2013, to the holders of record
of the GUC Trust Units as of Dec. 16, 2013, in the following
amounts per GUC Trust Unit:

   * 0.211506 shares of common stock of General Motors
     Corporation;

   * 0.192278 warrants to purchase New GM Common Stock, with an
     exercise price set at $10.00 per share; and

   * 0.192278 warrants to purchase New GM Common Stock, with an
     exercise price set at $18.33 per share.

A copy of the notice to holders of GUC Trust Units regarding the
Special Excess Distribution is available for free at:

                         http://is.gd/LnjEc9

                       About Motors Liquidation

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

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

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

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


NCR CORP: Moody's Rates New Unsec. Bond Notes 'Ba3', Outlook Neg
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 LGD5-70% rating to
NCR Corporation's senior unsecured bond offering, the proceeds of
which will be used to fund a part of the $1.65 billion acquisition
of Digital Insight. Moody's also confirmed the company's corporate
family rating ("CFR") at Ba2, the probability of default rating at
Ba2-PD, and existing senior unsecured notes at Ba3 LGD5-70%.
Moody's changed the ratings outlook to negative based on the
increased credit risk and heightened execution concerns. The
rating actions conclude the ratings review commenced on December
2, 2013 following the company's announcement that it will acquire
Digital Insight. As part of the rating action, Moody's maintained
the company's SGL-2 short term liquidity assessment, indicating
good liquidity.

Rating Actions:

Corporate Family Rating -- Confirmed Ba2 from Rating Under Review

Probability of Default Rating -- Confirmed Ba2-PD from Rating
Under Review

Senior unsecured notes -- Assigned Ba3 (LGD5-70%)

Outlook is negative

Ratings Rationale:

Considering that pending acquisitions will be funded primarily
with debt, NCR's credit profile will be strained and the
anticipated deleveraging will be further delayed. Moody's
estimates that the transaction would increase the company's
adjusted debt/EBITDA leverage above 5.0 times at closing. However,
the rating agency believes that with its strong free cash flow
generation, NCR should have the capacity to reduce its funded debt
and pension underfunding over the next couple of years. Therefore,
the rating is somewhat prospective for expected operating
improvements and resumption of rapid deleveraging.

Despite the higher leverage, this transaction is strategically
sound, as it is consistent with management's stated strategy to
broaden the scope and enhance the competitiveness of its product
portfolios. The Digital Insight acquisition strengthens NCR's
position in the financial services industry, by adding a growing
online and mobile banking software and services portfolio to the
company's mature and margin pressured ATM product line. Pro forma
for the acquisition NCR will have about $7 billion in expected
revenue in 2014, while the additional scale and the greater mix of
revenue contribution from software and services provides more
opportunities to improve operating margins.

The negative outlook incorporates Moody's concerns about increased
execution risks. The Digital Insight deal marks the third
consecutive significant debt funded acquisition by the company,
and in addition to increasing financial risk, the company would be
integrating Digital Insight while it is still working on finishing
up the integration of Retalix, which it acquired earlier in 2013.
In addition, competitor innovation, challenging macroeconomic
forces and technology changes may impact the sales of the
company's products in the future.

What Could Change the Rating UP

Given the additional debt taken on to complete its acquisition
strategy and incurring greater integration risks, an upgrade is
unlikely in the near term. However, NCR's rating could face upward
pressure if the company successfully integrates recent
acquisitions and demonstrates sustained revenue growth, operating
margin improvements above 12% on an adjusted basis and delivers
consistent levels of free cash flow above $500 million, with lower
volatility. The rating could also be considered for an upgrade if
the company maintains adjusted leverage below 3.5 times.
Additionally, NCR would need to continue to execute effectively on
new product and technology introductions as measured by market
share gains in financial, retail and hospitality business segments
across business cycles.

What Could Change the Rating DOWN:

As the Ba2 CFR is predicated on expected operating improvements
and deleveraging, ratings could be downgraded if NCR's operating
performance does not materially improve as anticipated, due to
integration challenges, increased business risk, loss of market
share in key business segments, or a change in NCR's competitive
position. These could be as evidenced by adjusted operating
margins staying below 10%, or free cash flow generation does not
increase above $300 million. These challenges may be evident early
in the integration process, especially since much of the profit
expansion is expected to come from accelerated revenue growth. In
addition, the ratings may be downgraded if Moody's anticipates
NCR's adjusted debt to EBITDA leverage will remain above 4.75
times through 2014.

NCR Corporation, headquartered in Duluth, Georgia, with $6.1
billion in revenue for the twelve months ended September 2013, has
leading market positions in automatic teller machine (ATM), retail
point of sale equipment, hospitality and related supplies and
services markets.


NGPL PIPECO: Bank Debt Trades at 8% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 92.35 cents-on-the-
dollar during the week ended Friday, Dec. 6, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.20
percentage points from the previous week, The Journal relates.
NGPL PipeCo LLC pays 550 basis points above LIBOR to borrow under
the facility. The bank loan matures on May 4, 2017, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Houston, Texas, NGPL PipeCo. LLC is a holding
company for Natural Gas Pipeline Company of America and other
interstate natural gas pipeline assets.  NGPL is 80% owned by
Myria Acquisition LLC and 20% owned and operated by Kinder Morgan,
Inc.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2013,
Moody's Investors Service downgraded NGPL PipeCo LLC's (NGPL)
senior unsecured debt rating, Corporate Family Rating, and
Probability of Default Rating to B2 from Ba3. NGPL's Speculative
Grade Liquidity Rating is changed to SGL-3 from SGL-2. The rating
outlook is now stable.


NNN 3500: Appraisal Unlimited Approved as Expert
------------------------------------------------
Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas authorized NNN 3500 Maple 26 LLC's counsel,
Andrews Kurth LLP, to retain Appraisals Unlimited as an appraisal
expert.

As reported in the Troubled Company Reporter on Nov 13, 2013,
Appraisals Unlimited will, among other things, appraise the value
of the Debtors' property on behalf of Andrews Kurth and provide
report to Andrews Kurth summarizing such appraisal.

Appraisals Unlimited will be paid an aggregate sum of $1,750
payable by Andrews Kurth out of the retainer fee it held in these
Chapter 11 cases.

                         About NNN 3500

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

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

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


NNN PARKWAY: Hearing on Cash Use Continued Until Dec. 13
--------------------------------------------------------
The Bankruptcy Court continued until Dec. 13, 2013, at 2:00 p.m.,
the hearing to consider NNN Parkway Corporate Plaza 3 LLC's motion
to use cash collateral which lender WBCMT 2007-C31 Amberpark
Office Limited Partnership asserts an interest.

The Hon. Erithe A. Smith authorized, on an interim basis, the
Debtor's use of cash collateral.

As reported in the TCR on June 28, 2013, the Court has authorized
the Debtor, on an interim basis, to use cash collateral and make
disbursement necessary to protect, preserve and maintain the value
of the property -- a commercial real property located in
Alpharetta, Georgia.

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

              About NNN Parkway Corporate Plaza 3 LLC

NNN Parkway Corporate Plaza 3 LLC, which owns 17.25% tenant-in-
common interest in four parcels in the real property commonly
referred to as Parkway Corporate Plaza, in Roseville, California,
sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 14, 2013 (Case No. 13-19322, Bankr. C.D. Calif.).

The Debtor is represented by Scott H. McNutt, Esq., Michael C.
Abel, Esq., and Thomas B. Rupp, Esq., at McNutt Law Group LLP, in
San Francisco, California; and Robert A. Hessling, Esq., and
Matthew F. Kennedy, Esq., at ROBERT A. HESSLING, APC, in Torrance,
California.

U.S. Bank is represented by Keith C. Owens, Esq. and Jennifer L.
Nassiri, Esq. at Venable LLP, in Los Angeles, California.


NORTEL NETWORKS: 3rd Circ. Rules Out Arbitration in Cash Dispute
----------------------------------------------------------------
Law360 reported that a Third Circuit panel declined to compel
arbitration between Nortel Networks Corp. units and their
creditors in a battle over the defunct Canadian telecom company's
$7.5 billion in liquidation proceeds, ruling the contract at the
heart of the dispute did not require arbitration.

According to the report, the panel affirmed a bankruptcy court
decision rejecting Nortel's U.K. arm's request to prevent the U.S.
court from deciding the dispute over the company's asset
allocation. As Nortel declared bankruptcy, the company's
subsidiaries banded together to sell assets.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NORTH END TIMBER: Three Rivers & Simpson Not Entitled to Recovery
-----------------------------------------------------------------
The Supreme Court of Montana upheld a district court ruling that
two creditors, Three Rivers Bank and H.E. Simpson Lumber, may not
recover damages from each other in relation to the bankruptcy case
of North End Timber Production, L.L.C.

Three Rivers and Simpson Lumber both had business and financial
relationships with North End Timber Production or NET, a now-
defunct sawmill in Olney, Montana, formerly owned and operated by
John and Lee Alt.  Five years into its operation, NET experienced
serious financial difficulties and defaulted on approximately
$1,400,000 in loan obligations to Three Rivers Bank and at the
same time owed Simpson approximately $893,500.

Subsequently, proceedings were initiated in both Bankruptcy Court
and the Eleventh Judicial District Court.  Three Rivers initiated
a foreclosure action against NET and filed its initial complaint
in District Court on April 26, 2006.  It filed an amended
complaint on June 13, 2006.  Also on June 13, 2006, NET filed for
Chapter 11 reorganization (Bankr. Mt., Case No. 06-60440).  As a
secured creditor, Three Rivers immediately filed two claims in
Bankruptcy Court for $1,324,840 and $46,759.73.  The foreclosure
action in District Court was put on hold by a bankruptcy stay.

While the cases were pending, in August 2006, a fire destroyed the
mill and as a result, NET's Chapter 11 proceeding was converted to
a Chapter 7 liquidation proceeding.  As a senior secured creditor,
Three Banks received $980,000 from the mill's insurance proceeds.

Following a jury trial conducted in September 2011 in the District
Court, the jury, hearing the case between the Three Rivers and
Simpson, concluded that neither the Three Rivers nor Simpson was
entitled to recover damages from the other.  "The jury rendered a
verdict in which the Bank prevailed on its claim against Simpson
under the 2003 assignment. The jury, however, determined the Bank
failed to mitigate its damages and therefore awarded it no damages
for this claim. The jury also found against the Bank on its claim
under the 2004 assignment and it found against Simpson on its
estoppel claim. It awarded no damages to either party."

Simpson appealed the recovery order.

In an Oct. 22, 2013 decision available at http://is.gd/92HSVOfrom
Leagle.com, the Supreme Court of Montana affirmed the lower
court's ruling excluding a certain letter from Bank President John
King to Northwestern Business Center from the evidence presented
to the jury.

The Supreme Court concluded that the King letter could not assist
Simpson in its efforts to satisfy the elements of an equitable
estoppel claim.  It is also undisputed, the Supreme Court holds,
that the King letter and representations were made to Northwest
Business Center in 2004, and not to Simpson.

The appeals case is H.E. SIMPSON LUMBER CO., Counter-Claimant,
Appellant and Cross-Appellee, v. THREE RIVERS BANK OF MONTANA,
Counter-Defendant, Appellee and Cross-Appellant, No. DA 12-0771
(Sup. Ct. Mt.)

Quentin M. Rhoades, Esq. -- qmr@montanalawyer.com -- and Alison
Garab, Esq. -- Alison@montanalawyer.com -- of Sullivan, Tabaracci
& Rhoades, P.C., in Missoula, Montana, for the Appellant.

Charles E. Hansberry, Esq. and Isaac M. Kantor, Esq. of
Garlington, Lohn & Robinson, PLLP, at 350 Ryman Street, in
Missoula, Montana, 59802, for the Appellee.


NORTH TEXAS BANCSHARES: Sale Of Dallas Bank Lacks Details
---------------------------------------------------------
Law360 reported that unsecured creditors of bankrupt holding
company North Texas Bancshares Inc. objected to the company's
proposed $7.4 million sale of its interests in Dallas-based Park
Cities Bank, saying they lack key data needed to evaluate the
deal.

According to the report, in an objection filed in Delaware
bankruptcy court, Alesco Preferred Funding XVI Ltd. said it can't
support the result of NTBI's Section 363 sale because, despite
reasonable efforts, it has been unable to obtain crucial
information, such as whether any qualified offers have been
received.

North Texas Bancshares of Delaware, Inc. (Case No. 13-12699) and
North Texas Bancshares, Inc. (Case No. 13-12700) sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 16, 2013, before
the United States Bankruptcy Court for the District of Delaware.
The jointly administered cases are before Judge Kevin Gross.

The Debtors' are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at Ballard Spahr LLP, in
Wilmington, Delaware.  The Debtors' special counsel is Bracewell &
Giuliani LLP.  Commerce Street Capital, LLC, serves as the
Debtors' financial advisors.


NORTHERN BEEF: To Be Sold to White Oak for $44.3 Million
--------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that Northern Beef Packers LP is set to sell its assets to White
Oak Global Advisors for $44.3 million, after that sale received
the bankruptcy court's blessing.

According to the report, Judge Charles Nail Jr. of the U.S.
Bankruptcy Court in Aberdeen, S.D., approved the San Francisco-
based firm's offer of $4.8 million in cash and $39.5 million in
debt forgiveness, according to court documents.

American Foods Group LLC also submitted a qualified offer of $12.7
million in cash, but White Oak was deemed the successful bidder,
the report related.

Northern Beef Packers filed for Chapter 11 bankruptcy in July with
a plan to sell its assets, after suspending operations at its
South Dakota meat packing plant, the report said.

The 420,000-square-foot plant in Aberdeen opened in October 2012,
and executives said in January 2013 that it had raised $150
million in financing, the report further related.

         About Northern Beef Packers Limited Partnership

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.


OCZ TECHNOLOGY: Auction Procedure Hearing Set for Dec. 19
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that OCZ Technology Group Inc., a producer of solid-state
computer drives, filed a Chapter 11 petition last week intent on
selling the business for $35 million to Toshiba Corp. unless
someone offers more at auction.

According to the report, the bankruptcy court in Delaware set Dec.
19 for a hearing to consider approval of auction and sale
procedures. San Jose, California-based OCZ asked for competing
bids by Jan. 9 and an auction on Jan. 13, with a hearing to
approve the sale by Jan. 21.

At a hearing, the court gave OCZ interim authority to borrow $21
million from Minato-Ku, Japan-based Toshiba. At a final financing
hearing set for Dec. 19, the loan could be boosted to $23.5
million. The bulk of the loan will be used to repay existing
secured debt.

OCZ has $29.3 million in secured debt and $31.4 million in
unsecured claims held by trade creditors. In addition to $9.7
million owed to secured lender Hercules Technology Growth Capital
Inc., secured obligations include a $6.5 million second lien and
$13.1 million owed on 9 percent convertible senior secured notes.

The proposed sale contract would permit Toshiba to offset the
financing it provides against the sale price.

                          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.

OCZ is represented by Michael R. Nestor of Young Conaway Stargatt
& Taylor.

For the fiscal year ended in February, OCZ reported a $133.8
million loss from operations and a $125.8 million net loss on
revenue of $334 million.

The balance sheet as of Feb. 28 showed assets of $78.8 million and
total liabilities of $52.5 million.


ORCHARD SUPPLY: Sears Closed 14 Locations in Third Quarter
----------------------------------------------------------
Sears Hometown and Outlet Stores, Inc. on Dec. 6 reported results
for its quarter ended November 2, 2013.

Bruce Johnson, Chief Executive Officer and President, said, "Sales
of home appliances increased during the quarter, while sales of
lawn and garden, consumer electronics, and apparel (which is only
sold in Outlet Stores) declined.  The fourth quarter of 2013 will
be the last quarter where we will have a significant negative
comparable store sales impact due to our exit from consumer
electronics in most stores in our Hometown segment.  In our Outlet
segment, we completed the initial test of franchising and began
rolling out this model, which generated higher initial franchise
revenues in the quarter and allows us to continue our transition
to an asset light, franchised operation.  We also completed a
successful test of furniture sales in our Outlet stores and have a
limited selection of furniture inventory in place across the
format for the holiday season.  This continues our strategy of
shifting our product mix toward higher margin categories, which
began last fall with reductions in consumer electronics and
expansion in mattresses and tools."

"October 11th marked the first anniversary of our separation from
Sears Holdings Corporation.  During the past twelve months
associates at all levels have helped to establish the
organizational and functional capabilities required of an
independent company, and I want to recognize them for their
efforts.  For the quarter the year-over-year increase in expense
incurred as a result of operating as an independent public company
totaled $5 million.  This was the last quarter that SHO appliance
showrooms will operate inside of Orchard Supply Hardware stores,
based on Orchard's decision during its bankruptcy proceedings to
terminate our relationship.  We closed 14 locations during the
quarter, for a total of 21 Orchard locations closed in 2013.  The
impact of these closures on the third quarter was to reduce
revenue by $1.2 million and EBITDA by $0.3 million."

A copy of Sears Hometown's earnings release for third quarter of
2013 is available at http://is.gd/NiAmz6

                       About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16, 2013, to
facilitate a restructuring of the company's balance sheet and a
sale of its assets for $205 million in cash to Lowe's Companies,
Inc., absent higher and better offers.  In addition to the $205
million cash, Lowe's has agreed to assume payables owed to nearly
all of Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


OVERSEAS SHIPHOLDING: Wants Until Feb. 28 to File Chapter 11 Plan
-----------------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a Chapter 11 Plan until Feb. 28, 2014, and solicit
acceptances for that Plan until April 29.  This is Overseas
Shipholding Group's third request.

The Court will convene a hearing on Dec. 19, 2013, at 9:30 a.m.,
to consider the matter.  Objections, if any, are due Dec. 10, at
4:00 p.m.

According to the Debtors, they are now in discussions with
creditor constituencies regarding potential plan structures, which
need to conclude before the Debtors can formulate and file a plan
of reorganization.  The Debtors note that they have executed
nondisclosure agreements with representatives of all key
stakeholders' representatives, which allows those stakeholders to
participate in ongoing negotiations.  Further, the Debtors have
begun the process of formulating and negotiating a potential exit
financing package that would allow the Debtors to emerge from
Chapter 11 protection successfully.

                     About Overseas Shipholding

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

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

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

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


PACIFIC ARCHITECTS: Moody's Rates Ammended Debt Facility 'B2'
-------------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family
Rating of Pacific Architects and Engineers Incorporated ("PAE") on
a revision to PAE's upcoming leveraged dividend transaction.
Concurrently a B2 rating has been assigned to the company's
amended credit facility. PAE's planned dividend will be downsized
to $111 million from $160 million, with funded debt following
close of transaction at $280 million instead of $330 million.

Ratings affirmed:

Corporate Family, B2

Probability of Default, B2-PD

Ratings assigned:

$150 million secured revolver due 2017, B2, LGD3, 46%

$102 million secured term loan A due 2017, B2, LGD3, 46%

$30 million secured add-on term loan A due 2017, B2, LGD3, 46%

$60 million secured term loan B due 2018, B2, LGD3, 46%

Ratings withdrawn:

$80 million first lien revolver due 2018, B2, LGD3, 47%

$320 million first lien term loan due 2019, B2, LGD3, 47%

The rating outlook is stable.

Ratings Rationale:

The B2 Corporate Family Rating reflects PAE's good scale as a
mission-oriented services contractor to the US Department of
Defense, Department of State and to international aid agencies,
but also considers the company's modest operating margin and a
difficult business environment for defense services contractors
that will likely keep credit metrics on par with the rating level.
Although financial leverage following the planned dividend will be
lower than what was envisioned when the rating was assigned on
October 25th (debt to EBITDA, Moody's adjusted basis, at 4.2x
versus 5x), annual debt amortizations scheduled will be higher
(about $14 million versus $3 million near-term). As was previously
expected, cash plus revolver availability in relation to the
revenue base, will be modest which represents a tempering
consideration since PAE's earnings/cash flows depend on sustained
US government orders. If the government again partially shuts down
when the federal debt ceiling is reached in early 2014, PAE's
working capital would likely grow. The liquidity profile, while
adequate is made slightly less robust from the revised transaction
with the greater debt amortization that will be required in 2014.
Low asset intensity of the services business model should support
free cash flow generation at the expected leverage level but the
generally difficult federal contracting backdrop at hand and a
funded backlog to revenue ratio of about 60% limits visibility.

The stable rating outlook considers increased diversity across the
revenue base from acquisitions over the past few years which
should help PAE maintain a broad bid pipeline and good economies
of scale over fixed costs. Some of the company's acquisitions have
also been of services businesses, such as aviation services, where
potential for higher margin exists.

Upward rating momentum would depend on achievement and expectation
of sustained debt to EBITDA at 4x or less, with free cash flow to
debt of 10% or higher, and a good liquidity profile. With
transaction costs and only partial year earnings contribution from
Computer Science Corporation's Applied Technology Division that
PAE bought in July 2013, evidence of performance gains that could
support a higher rating may not surface until after 2014. Downward
rating pressure would develop with debt to EBITDA approaching 6x,
free cash flow to debt of 5% or less, and/or a weak liquidity
profile.

Pacific Architects and Engineers Incorporated ("PAE") provides
contract support services to US government agencies, international
organizations, and foreign governments. Annual revenues pro forma
for the full year results of in-period acquisitions are about $1.7
billion. The company is majority-owned by entities of Lindsay
Goldberg LLC.


PACIFIC THOMAS: Banks Still Objecting to Plan Outline Approval
--------------------------------------------------------------
Pacific Thomas Corporation may need to further make revisions to
its proposed plan of reorganization and disclosure statement
unless objections filed by two banks are overruled at the Dec. 12
hearing.

"While the Debtor has had four bites at the apple, little has
changed during the five months since the Debtor filed its original
Disclosure Statement and Plan back on June 12, 2013," secured
creditor Summit Bank says in documents filed ahead of the hearing
on the Third Amended Disclosure Statement slated for Dec. 12 at
10:30 a.m.

According to Summit Bank, the Disclosure Statement, which has been
amended three times, continues to describe a plan that is
unconfirmable on its face and contains incomplete, incorrect and
misleading information.  The bank notes, among other things, that
(i) the Plan is premised upon a refinancing to pay off creditors
but there is no binding commitment from Thorofare Capital; (ii)
the Debtor's cash flow projections show that the Debtor has
insufficient cash flow through 2014, and (iii) the Debtor
continues to grossly under report the amount of administrative
expenses which will have to be paid.

"The Debtor and Debtor's counsels insistence upon filing what
amounts to the same objectionable Disclosure Statement over and
over again without correcting any of the mistakes or addressing
the concerns raised by the Court and/or creditors, seems to
violate F.R.B.P. 9011 and Summit Bank reserves all rights under
said rule," the bank says in court filings.

Another secured creditor, the Bank of the West, is singing the
same song as Summit Bank, noting that "[The] Debtor has filed yet
another disclosure statement and proposed plan of reorganization,
which fails to address many of the issues raised by objecting
creditors and the Court at the hearing on the Second Amended
Disclosure Statement held on Oct. 17, 2013, including, without
limitation, the flaws raised and the confusion surrounding the
structure of the proposed financing from Thorofare Capital, and
the source of funding of payment of the estimated administrative
expense claims."

Bank of the West notes that, more importantly, the Third Amended
Plan of Reorganization is unconfirmable on its face, as it does
not provide adequate means for implementation and is not feasible
with respect to BoW's secured claim.  BoW notes that courts have
reasoned that if a plan is not confirmable, approval of the
disclosure statement and solicitation of acceptances is fruitless,
unnecessarily costly, and a waste of judicial resources.

Summit Bank is a represented by:

         Eric A. Nyberg, Esq.
         Chris D. Kuhner, Esq.
         KORNFIELD, NYBERG, BENDES & KUHNER, P.C.
         1970 Broadway, Suite 225
         Oakland, CA 94612
         Telephone: (510) 763-1000
         Facsimile: (510) 273-8669
         E-mail: e.nyberg@kornfieldlaw.com
                 c.kuhner@kornfieldlaw.com

Bank of the West is available for free at:

         Robert B. Kaplan, Esq.
         Walter W. Gouldsbury III, Esq.
         JEFFER, MANGELS, BUTLER & MITCHELL LLP
         Two Embarcadero Center, Fifth Floor
         San Francisco, CA 94111-3813
         Tel: (415) 398-8080
         Fax: (415) 398-5584

A copy of Summit Bank's objection is available for free at:

     http://bankrupt.com/misc/Pac_Thomas_3rdA_DS_Summit.pdf

A copy of Bank of the West's objection is available for free at:

     http://bankrupt.com/misc/Pac_Thomas_3rdA_DS_BoW.pdf

                      The Third Amended Plan

According to the Third Amended Disclosure Statement in support of
the Third Amended Plan of Reorganization, dated Nov. 13, 2013, the
Plan is a reorganizing plan accomplished through the continuation
of the Debtor's primary business, the ownership, management,
leasing, and or sale/refinance of commercial real estate.  The
Debtor seeks to accomplish payment under the Plan primarily from
the net proceeds and revenues generated through the sale or
refinance of Pacific Thomas' properties.  The Plan may provide for
the Debtor to reorganize by continuing to operate, to liquidate by
selling assets of the estate, refinancing assets of the estate or
a combination of all of the above.

The effective date of the Plan is projected to be Jan. 15, 2014.
The first payment due under the plan based upon the projected
Effective Date is Feb. 15, 2014; the pay-off and pay-down payments
will be due within two court days of the funding of the Debtor's
refinance loan.

Creditors will be paid under these terms:

   -- ADMINISTRATIVE CLAIMS.  The Debtor will have sufficient cash
on hand to pay administrative claims on the Effective Date of the
Plan; the source of this cash will be cash in the Debtor's DIP
bank accounts, cash from third party funding sources (new value),
and cash from the Thorofare loan proceeds, subject to lender
approval.  If the insiders should not be able to liquidate the
Hawaii real estate prior to plan confirmation, they will deed the
Hawaii real property to the Reorganized Debtor at confirmation.

   -- CLASS 1.  The allowed secured claim of Summit Bank will be
paid in 60 equal monthly installments and a balloon payment on or
before the 60th month following the Effective Date.

   -- CLASS 2.  Secured creditor Bank of the West will be paid in
full by proceeds from the Thorofare Capital refinancing loan on
the earlier of the Effective Date or upon the closing of the
refinancing loan.

   -- CLASS 3.  The allowed secured claim of Private Mortgage
Fund, LLC, will be paid in a stipulated amount upon the closing of
a refinance loan on the earlier of the loan transaction closing or
the Effective Date.

   -- CLASS 4.  The allowed secured claim of Jacol will be paid in
parts, in a stipulated amount, from the refinancing loan proceeds,
on the earlier of the Effective Date or upon the closing of the
Thorofare Capital refinancing loan, with the remaining balance
being paid in full on or before the 60th month following the
Effective Date.

   -- CLASS 5.  A portion of Alameda County Treasurer's claims
(Class 5(ii)-(iv) and 5(viii)) will be paid in full at the closing
of a refinance loan while its remaining secured claims (Class
5(i), (v), (vi), (vii), and (ix)) will be paid off in equal
monthly installments over a period of 5 years from the Petition
Date.

   -- CLASS 6.  Allowed non-insider unsecured creditors (Class 6A)
will receive 50% of their allowed claim on or before the 60th
month following the Effective Date.  Holders of allowed unsecured
claims of insiders (Class 6B) will not receive any of their
allowed claims.

   -- CLASS 7.  Insiders will have their existing shares of
Pacific Thomas cancelled and will be issued new shares in the
Reorganized Debtor, a newly organized entity, in exchange for a
new value investment from the sale of unrelated real estate
property in Hawaii.

A copy of the Disclosure Statement dated Nov. 13, 2013

    http://bankrupt.com/misc/Pacific_Thomas_DS_3rd_Plan.pdf

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PETTERS COMPANY: Judge Won't Shorten Petters' Sentence
------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a federal judge has declined to shorten Tom Petters's 50-year
prison sentence, deeming it "one final con" by the brains behind a
multibillion-dollar Ponzi scheme.

According to the report, Judge Richard H. Kyle declined Mr.
Petters's request to shorten his sentence to 30 years, calling Mr.
Petters's claims that he wasn't told of a possible sentence
reduction ahead of his trial "one final con" by a man "staring
into the abyss of nearly 15,000 days of incarceration."

"The court concludes that Petters is simply lying in a desperate
attempt to save his own skin," Judge Kyle wrote in his opinion,
the report related. "The court isn't so easily fooled."

Mr. Petters's attorney Steven J. Meshbesher said that while he
hasn't heard from Mr. Petters since the judge issued his opinion,
he did talk to Mr. Petters's family, the report further related.

"They're obviously very saddened and upset with the judge's
interpretation as to what he feels the facts are," Mr. Meshbesher,
who is waiting to hear from Mr. Petters as to whether he would
like to try to appeal the judge's ruling, told the Journal.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PGA FLYOVER: Post Status Conference Scheduled for Jan. 9
--------------------------------------------------------
The Bankruptcy Court, according to PGA Flyover Corporate Park
LLC's case docket, will convene a post status conference on
Jan. 9, 2014, at 1:30 p.m.

As reported in the Troubled Company Reporter on Nov. 27, 2013,
the Court entered a corrected order confirming the Debtor's
Amended Chapter 11 Plan of Liquidation dated June 26, 2013, as
amended by an amendment to an agreement with the Debtor's largest
creditor.

A copy of the new confirmation order is available for free at:

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

The Court approved an amendment to the confirmation order after
being advised that an agreement with BBX Capital Asset
Management, LLC, incorporated into the Plan has been amended in a
manner that does not impact any creditor other than BBX.

The Court conducted a confirmation hearing on the Plan in July
2013.  However, due to a dispute between the Debtor and BBX, the
actual order memorializing the Court's ruling at the confirmation
hearing was not immediately entered.

The Debtor explains, "During this gap period, a dispute arose
between the Debtor and BBX as a result of [Daniel S.] Catalfumo's
failure to make the $25 million payment and to fully collateralize
the $5 Million Obligation by Aug. 20, 2013, as required under the
Original June 7, 2013 Settlement Agreement, and certain alleged
actions on the part of BBX that the Debtor and Catalfumo assert
impaired or impeded timely performance.  In connection with that
dispute, the Debtor filed a motion to extend the Aug. 20, 2013
deadline for the payment of the $25 million of the settlement cash
proceeds under the Original Settlement Agreement and BBX filed a
motion to enforce the Settlement Agreement and for entry of an
Order dismissing the Debtor's bankruptcy case with prejudice.

"On Oct. 11, 2013, and Oct. 21, 2013, the parties attended a
further Judicial Settlement Conference with Judge [Paul G.] Hyman.
After lengthy and intense negotiations, the parties reached a
consensual resolution and settled the aforementioned dispute
pursuant to the Amendment to the Original June 7, 2013 Settlement
Agreement attached hereto as Exhibit "A" (the "Amendment").

"An integral part of the Amendment is to provide various payments
and transfers to BBX in accordance with the specific deadlines in
the Amendment.

"The Plan, as modified to incorporate the terms of the Settlement
Agreement, as amended by the Amendment, retains the same overall
structure and goal of the Plan.  The Modifications only affect
BBX, the Debtor, the Debtor's principal and plan sponsor, Mr.
Catalfumo, and various related parties of Mr. Catalfumo.  The
Modifications do not adversely affect any other parties, and
treatment of creditors other than BBX remains the same."

A copy of the Amendment is available at:

         http://bankrupt.com/misc/pgaflyover.doc229-1.pdf
         http://bankrupt.com/misc/pgaflyover.doc229-2.pdf

                         About PGA Flyover

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Lenore M. Rosetto, Esq., and Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca
Raton, Florida, serve as counsel to the Debtor.  The Debtor
disclosed $10 million to $50 million in assets and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.

Under the Plan, holders of general unsecured claims are impaired
and will recover 50% or 100% of their allowed claims.  BBX's
secured claim is impaired.  PGA will cause its properties to be
transferred to BBX as payment for the remaining amount of the
secured claim.  Interests will be extinguished and will not
receive any distribution under the Plan.


PPL ENERGY: Fitch Affirms 'BB+' Jr. Subordinated Notes Rating
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDR) of PPL Energy Supply to 'BBB-' from 'BBB' and the short-term
IDR to 'F3' from 'F2'. The Rating Outlook remains Negative.
Simultaneously, Fitch has affirmed the long-term and short-term
IDRs and Stable Outlook of PPL Corp. (PPL), PPL Capital Funding
(PPL Funding) and each of its domestic regulated subsidiaries.
Approximately $19 billion of debt is affected by these actions. A
full list of rating actions appears at the end of this release.

Key Rating Drivers:

PPL and PPL Funding

PPL's ratings and Stable Outlook reflect its rapid transformation
from a company heavily reliant on commodity sensitive businesses
to one that is highly regulated with substantially less business
risk. Driven by the acquisitions of Central Networks in April 2011
and LG&E and KU Energy, LLC (LKE) in November 2010, regulated
operations are expected to provide 78% of consolidated EBITDA in
2013. By comparison regulated operations accounted for
approximately 30% of EBITDA prior to the two acquisitions. The
ratings also reflect credit metrics that are consistent with
Fitch's target ratios for the rating category and low risk profile
despite the challenging operating environment in its merchant
power business.

Rising capital expenditures in the regulated segment pose a
potential credit risk. The concern is mitigated by regulatory
provisions that provide near real time cost recovery of invested
capital for about two-thirds of projected expenditures, including
FERC jurisdictional transmission in Pennsylvania, environmental
compliance in Kentucky and all capital investments in the U.K. For
the merchant business, a weak power price environment remains the
primary challenge in the next two years. However, Fitch believes
that the operating risks at the merchant segment should not affect
PPL's ratings currently due to Supply's decreasing importance to
the consolidated entity.

PPL Energy Supply:

The downgrade of PPL Energy Supply, LLC (Supply) reflects Fitch's
expectations of a continued weak credit profile over the next two
years due to the depressed market conditions despite the
deleveraging effort and modest capital requirements. The recent
announcement of the hydro asset sale is credit positive to Supply.
However, it is not sufficient to offset the decline in metrics and
justify the existing ratings in the foreseeable future. Currently,
Fitch expects Supply to produce, over the next two years, an
average funds from operations (FFO)/debt of approximately 20%.

Supply's Negative Outlook reflects Fitch's concern over the timing
of market price recovery. Fitch considers PPL's ownership and on-
going support crucial to maintaining Supply's investment grade
rating, given the company's limited options to strengthen its
currently weak credit metrics. Since 2010, Supply has reduced
capital spending by over $1 billion. To maintain operational
performance, further material capex reduction is unlikely.

PPL Electric Utilities

PPL Electric Utilities' (PPLEU) ratings are supported by leverage,
interest coverage and cash flow measures that are strong within
the 'BBB' rating category and comparable to its peer group of
electric distribution utilities with low operating risk and no
commodity exposure. Going forward, Fitch expects the credit
metrics to decline modestly due to the large capex program but
remain in line with current rating. The ratings also consider the
supportive regulatory recovery mechanism employed by FERC and the
Pennsylvania utility commission. Out of $3.9 billion of planned
capital expenditure in the next five years, $2.3 billion will be
spent in FERC regulated transmission projects, substantially all
of which enjoy near-real time recovery and favorable returns.
Fitch believes that the regulatory framework in Pennsylvania is
improving. The most recent distribution rate case order outcome
was reasonable. The Pennsylvania commission approved 70% of the
rate increase request based on a 10.4% return on equity (ROE).
Additionally, the new HB1294 should minimize regulatory lag
associated with a $700 million distribution infrastructure
replacement program (approved in January 2013) in the next several
years.

Kentucky Utilities Company, Louisville Gas and Electric Company
and LG&E and KU Energy LLC

The ratings and Stable Outlook at the Kentucky Utilities Company
(KU) and Louisville Gas and Electric Company (LG&E) reflect the
strong credit metrics and constructive regulatory policies that
limit cash flow volatility and business risk. The two utilities
benefit from the Kentucky Public Service Commission's (KPSC) track
record for timely rate increases and constructive regulatory
policies, including a monthly fuel adjustment clause (FAC) and an
environmental cost recovery mechanism. Regulatory statutes also
permit the inclusion of construction work in progress (CWIP) in
rate base. The ECR mechanism is particularly important given the
two utilities reliance on coal-fired electric generation and the
substantial investment that will be required to meet the
Environmental Protection Agency's (EPA) newest regulations. The
ECR provides for recovery of and a return on environment
investments required as a result of coal combustion emissions. The
ECR permits the approved environmental costs to be reflected in
rates two months after incurred. $2.3 billion of the ECR plan has
been approved, which represents 38% of the total capex spending
from 2013 to 2017. The ratings of LG&E and KU Energy LLC's (LKE),
an intermediate holding company and parent of KU and LG&E reflect
the predictable cash flow and strong credit profile of its two
regulated utility subsidiaries.

Rating Sensitivities:

PPL

Positive:

-- Unlikely given the large capital spending program
   and struggling merchant business.

Negative:

-- PPL's ratings could be downgraded if capital resources
   are allocated disproportionally to the merchant
   segment, resulting in increasing leverage and FFO to
   debt falling below 16% and debt to EBITDA above 4x beyond
   the heavy utility spending period.

-- Any material adverse development in the regulatory framework
   in U.S. or in U.K. that PPL's regulated utilities operate
   in, such as changes in commodity cost and environmental
   cost recovery.

PPL Supply

Positive:

-- The outlook could be stabilized if the market power
   prices improve such that Supply could produce FFO to debt
   of over 23.5% on a sustainable basis.

Negative:

-- Weaker market environment and/or poor plant performance
   that cause FFO to debt to fall below 21%.
-- A legal separation from its parent or diminishing
   parent support resulting in heightened leverage.

PPLEU

Positive:

-- Unlikely given the large capital spending program.

Negative:

-- Any material adverse development in the regulatory framework
   in Pennsylvania such as change in commodity cost
   recovery provisions or return of rate freeze (though unlike
   in currently low power price environment) could pressure
   the ratings.

-- Rating could be pressured if the utility
   upstreams disproportionately large dividend relative to
   its earnings, or provides other forms of financial
   support indirectly to Supply through PPL.

KU and LG&E

Positive:

-- Unlikely given the large capital spending program.

Negative:

-- Material adverse development in the regulatory
   recovery mechanism in Kentucky especially the ECR.
-- Rating could be pressured if the Kentucky utilities
   upstream disproportionately large dividend relative to
   their earnings, or provides other forms of financial
   support indirectly to Supply through PPL.

Fitch affirms the following ratings with a Stable Outlook:

PPL Corp
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2'.

PPL Capital Funding Inc.
-- Long-term IDR at 'BBB';
-- Senior unsecured debt at 'BBB';
-- Junior subordinated notes at 'BB+';
-- Short-term IDR at 'F2'.

PPL Electric Utilities Corp.
-- Long-term IDR at 'BBB';
-- Secured debt at 'A-';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

LG&E and KU Energy LLC
-- Long-term IDR at 'BBB+';
-- Senior unsecured debt at 'BBB+';
-- Short-term IDR at 'F2'.

Kentucky Utilities Company
-- Long-term IDR at 'A-';
-- Secured debt at 'A+';
-- Secured pollution control bonds at 'A+/F2';
-- Senior unsecured debt at 'A';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Louisville Gas and Electric Company
-- Long-term IDR at 'A-';
-- Secured debt 'A+';
-- Secured pollution control bonds at 'A+/F2';
-- Senior unsecured debt at 'A';
-- Short-term IDR at 'F2';
-- Commercial paper at 'F2'.

Fitch downgrades the following ratings with a Negative Outlook:

PPL Energy Supply, LLC.
-- Long-term IDR to 'BBB-' from 'BBB';
-- Senior unsecured debt to 'BBB-' from 'BBB';
-- Short-term IDR to 'F3' from 'F2';
-- Commercial paper to 'F3' from 'F2'.


PRECISION TRANSPORTATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Precision Transportation Solutions, LLC
        Post Office Box 6
        GermanTown, OH 45327

Case No.: 13-20170

Chapter 11 Petition Date: December 6, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Bruce T. Beeley

Debtor's Counsel: Timothy S. Cory, Esq.
                  DURHAM JONES & PINEGAR
                  10785 W. Twain Ave., Ste 200
                  Las Vegas, NV 89135
                  Tel: (702) 870-6060
                  Fax: (702) 870-6090
                  Email: tcory@djplaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jay Kothari, chief executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb13-20170.pdf


REVSTONE INDUSTRIES: Creditors' Bid for Trustee Is 'Cynical Play'
-----------------------------------------------------------------
Law360 reported that Revstone Industries LLC has pushed back
against a bid by the official committee of unsecured creditors to
have a Chapter 11 trustee appointed for its year-old Delaware
bankruptcy case, arguing that the body has played a large role in
the very acrimony that purportedly requires an overseer.

According to the report, in an objection filed with the Delaware
bankruptcy court, the defunct auto parts conglomerate argued that
the committee's trustee motion is "a cynical play for leverage" by
a body.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


ROGERS BANCSHARES: Cheryl Shuffield Okayed as Liquidation Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
authorized Rogers Bancshares Inc. to employ Cheryl F. Shuffield as
chief liquidation officer and Frost PLLC as accountants for the
Debtor.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Ms. Shuffield will be paid $310 per hour for her services.  To the
extent possible, she will delegate tasks to lower hourly billing
individuals within her firm to assist her with her tasks.  The
hourly rates of such individuals range from $95 to $300.

                      About Rogers Bancshares

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq. -- sam.stricklin@bgllp.com -- at Bracewell &
Giuliani, LLP represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


SCOTTSDALE VENETIAN: Revises Plan for 3rd Time, Finds Buyer
-----------------------------------------------------------
Scottsdale Venetian Village, LLC, has found a buyer for its
interests in the Days Hotel in Scottsdale, Arizona, and is now
slated to seek approval of the disclosures with respect to its
proposed bankruptcy-exit plan in January.

The Debtor has been marketing its interests in its hotel property
but buyers have been turned off because the hotel sits on leased
land.  The owner of the land made it clear on numerous occasions
that the land was not for sale.

According to the Third Amended Disclosure Statement, fortunately,
it appears as though the Debtor has been able to reach agreement
with a buyer who already owns and operates hotels in the Midwest,
and is willing to purchase the Debtor's interests in the property,
subject to the land lease.  After substantial negotiations, an
agreement is being documented with a party that is interested in
acquiring all of the equity interests in the Debtor from Perez
Holdings.  As soon as the purchase agreement is signed, the Debtor
will file a copy with the bankruptcy court for incorporation into
the reorganization plan.

The Debtor will ask approval at a hearing on Jan. 9, 2014, at 9:30
a.m. of the disclosure statement explaining its Third Amended Plan
of Reorganization dated Nov. 21, 2013.

Although the purchase agreement is still being finalized, the
Debtor says financial terms have been agreed upon.  The buyer will
manage the Debtor's property for a limited time under an interim
management agreement approved by the Court.  This interim period
is the buyer's due diligence period.

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

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

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

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

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

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

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

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

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

                   About Scottsdale Venetian

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

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

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


SCRUB ISLAND: Insists on Reorganization in the U.S.
---------------------------------------------------
Scrub Island Development Group Ltd., the owner of the Scrub Island
resort in the British Virgin Islands, is suing U.S. bankruptcy
court protection to address more than $130 million of debt but its
lender said the company should not be allowed to seek bankruptcy
in the U.S.

Katy Stech, writing for The Wall Street Journal, reports that
lawyers for Scrub Island Resort, Spa & Marina's owner said that
bank officials shouldn't win their request to dismiss the resort's
bankruptcy case, which was filed on Nov. 19 in U.S. Bankruptcy
Court in Tampa, Fla., because of the resort's location in the
Caribbean sea.  In court papers, the resort owner's lawyers said
that its headquarters have been located in Tampa since 2005 and
that it uses U.S. bank accounts to pay some of its 140 workers.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lender FirstBank Puerto Rico tells U.S.
Bankruptcy Judge Michael G. Williamson in Tampa, Florida that
jurisdiction in the U.S. was "manufactured" to halt a receivership
under way in the British Virgin Islands.

According to Bloomberg, the San Juan, Puerto Rico-based bank, owed
$108 million not including $12 million in interest, initiated
foreclosure and had a receiver appointed by a court in the British
Virgin Islands on Nov. 1. Eighteen days later, Scrub Island's
owner filed a Chapter 11 petition in Tampa vowing to reverse the
receivership.  The Chapter 11 filing had the effect of barring the
bank from proceeding with foreclosure.

Bloomberg News reports that by the end of November, FirstBank
filed papers laying out several reasons why the bankruptcy should
be dismissed or put on hold.  The bank said the filing was in bad
faith because the resort doesn't have sufficient ties to the U.S.,
since the company is incorporated in British Virgin Islands, the
property is abroad and the loan agreement is governed by foreign
law.  The bank argues that the few workers in Florida are an
insufficient basis for a U.S. bankruptcy.

The resort filed papers in opposition on Dec. 4, saying a U.S.
bankruptcy is proper because business is regularly conducted in
the U.S. and lots are sold primarily to U.S. citizens.  The resort
said the receivership is a "garden variety foreclosure," which
regularly gives way to a Chapter 11 filing.  In the resort's
opinion, Chapter 11 is preferable because it better serves the
interests of all creditors, not merely the bank.

The Journal reports that since 2007, FirstBank began extending
money to build the resort, which has not been able to keep up with
the borrowing deal's requirements.  The resort's bankruptcy filing
halted FirstBank's foreclosure efforts, which recently had
escalated with the appointment a receiver by a Caribbean court on
Nov. 1.

                        About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, sought bankruptcy protection (Bankr. M.D.
Fla. Case No. 13-15285) in Tampa, Florida, on Nov. 19, 2013, to
end a receivership it claims was secretly put in place by its
lender.  The case is assigned to Judge Michael G. Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

The Debtor is represented by Charles A. Postler, Esq., and Harley
E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

FirstBank Puerto Rico is asking the U.S. Bankruptcy Court to
dismiss the bankruptcy case, saying it is interfering with an
ongoing effort to collect the more than $120 million it is owed.


SEACOR HOLDING: Fitch Affirms 'BB-' Long-term IDR & Debt Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed SEACOR Holdings Inc.'s long-term Issuer
Default Rating (IDR) and senior unsecured debt ratings at 'BB-'.
Additionally, Fitch has assigned a 'BB-' rating to the company's
recently issued 3% $230 million senior convertible note offering
due 2028. The rating actions affect approximately $830 million in
rated securities. The Rating Outlook for SEACOR is Stable.

Key Rating Drivers:

SEACOR's ratings reflect the company's diversity of operations
across primarily three different business lines, the firm's size
and moderately levered capital structure. SEACOR's three main
business lines consist of Offshore Marine Services, Inland River
Services and Shipping Services with Offshore Marine Services
comprising over half of the company's segment earnings and cash
flow generation. For the LTM ended Sept. 30, 2013, SEACOR's EBITDA
was $188 million versus balance sheet debt of $702 million at
Sept. 30, 2013, resulting in gross debt/LTM EBITDA of 3.7X. Pro
forma for the recent senior convertible note issuance, gross
debt/LTM EBITDA is approximately 5x. After netting cash balances
of $332 million (Sept. 30, 2013) and the recent issuance, pro
forma net debt/LTM EBITDA is approximately 2x. Fitch expects a
portion of the new issuance to be used for the company's
construction commitments for new U.S. flagged product tankers.
Fitch expects that over time SEACOR will manage gross debt/EBITDA
to 4x or lower.

The company is often times free cash flow (FCF) negative after
capital expenditures and dividends but usually offsets this with
net divestitures from its asset portfolio. For the LTM, SEACOR was
FCF negative after capital expenditures and dividends by
approximately $107 million but divested a net $377 million in
assets over that same time period. Going forward, Fitch expects
that SEACOR will continue to balance FCF with net
acquisitions/divestitures. Expectations are for 2014 EBITDA to
exceed $200 million.

As of Sept. 30, 2013, liquidity consisted of operating cash flows,
unrestricted cash on hand of $332 million and marketable
securities of $25.7 million. Additionally, the company had $229
million of Title XI Reserve and Construction Reserve funds
available at Sept. 30, 2013. SEACOR presently does not have a
revolving credit facility. Near-term maturities are light and
total $15.6 million in 2014 and $46 million in 2015. The first
major maturity is the company's 7.375% senior notes ($233 million)
due 2019.

Rating Sensitivities:

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

-- Significant earnings and cash flow improvement, especially
   in the company's Marine Offshore Services segment;
-- Asset sales used to reduce debt that are deleveraging, net
   for reductions in expected EBITDA.

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

-- Weakness in the company's offshore marine services segment;
-- Announcement of share repurchases and/or dividends that
   are significantly larger than $125 million;
-- Pursuing a large, debt-funded acquisition and/or
   capital expenditure program
-- Significant growth of the company's trading operations and/or
   a move toward more speculative trading activities;
-- In order to maintain a 'BB-' rating, Fitch would expect
   the company to generally maintain gross debt/EBITDA level
   at or below 4x through the cycle.


SEARS HOLDINGS: Lands' End Spin-Off Has Fraudulent Conveyance Risk
------------------------------------------------------------------
Sears Holdings Corporation (NASDAQ: SHLD) announced Friday morning
that, in connection with its previously announced consideration of
a separation of its Lands' End business, Lands' End, Inc.
delivered a registration statement on Form 10 to the Securities
and Exchange Commission.  The registration statement -- a copy of
which is available at http://1.usa.gov/1bljTDrat no charge --
discloses that potential fraudulent conveyance litigation risk
accompanies the transaction.

As widely reported, Sears Holdings intends to spin off its Lands'
End business through the pro rata distribution of all of the
shares of common stock of Lands' End, Inc.  Sears expects that the
spin-off will be tax-free to U.S. stockholders except for any cash
received in lieu of fractional shares.  The spin-off is subject to
the approval of Sears' Board of Directors and the satisfaction of
certain other conditions described in the registration statement.

"Potential liabilities may arise under fraudulent conveyance and
transfer laws and legal capital requirements, which could have an
adverse effect on our financial condition and our results of
operations," the registration statement discloses, and continues
by saying:

"In the event that any entity involved in the spin-off (including
certain internal restructuring and financing transactions
contemplated to be consummated in connection with the spin-off)
subsequently fails to pay its creditors or enters insolvency
proceedings, these transactions may be challenged under U.S.
federal, U.S. state and foreign fraudulent conveyance and transfer
laws, as well as legal capital requirements governing
distributions and similar transactions.  If a court were to
determine under these laws that, (a) at the time of the spin-off,
the entity in question: (1) was insolvent; (2) was rendered
insolvent by reason of the spin-off; (3) had remaining assets
constituting unreasonably small capital; (4) intended to incur, or
believed it would incur, debts beyond its ability to pay these
debts as they matured; or (b) the transaction in question failed
to satisfy applicable legal capital requirements, the court could
determine that the spin-off was voidable, in whole or in part.
Subject to various defenses, the court could then require Sears
Holdings or [Lands' End], or other recipients of value in
connection with the spin-off (potentially including our
stockholders as recipients of shares of our common stock in
connection with the spin-off), as the case may be, to turn over
value to other entities involved in the spin-off and contemplated
transactions for the benefit of unpaid creditors.  The measure of
insolvency and applicable legal capital requirements will vary
depending upon the jurisdiction whose law is being applied.

The Sears Holdings board of directors expects that Lands' End and
Sears Holdings will each be solvent at the time of, and after
giving effect to, the spin-off, and that the distribution and
related transactions will satisfy applicable legal capital
requirements.  The expectations of the Sears Holdings board of
directors in this regard are based on a number of assumptions,
including its expectations as to the post-spin-off operating
performance and cash flow of each of Lands' End and Sears Holdings
and its analysis of the post-spin-off assets and liabilities of
each company.  In addition, it is a condition to the distribution
that each of Lands' End and Sears Holdings receive opinions, in
form and substance acceptable to Sears Holdings in its sole
discretion and from an outside firm acceptable to Sears Holdings
in its sole discretion, with respect to the solvency of each of
Lands' End and Sears Holdings."  Lands' End says it "cannot assure
. . . that a court, regulator or other governmental entity would
reach the same conclusions as to solvency or the satisfaction of
legal capital requirements in connection with the spin-off."

                           About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SEARS HOLDINGS: Weakened Lands' End Won't Be Freed by Spinoff
-------------------------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reported that
Lands' End has suffered under Sears, and the planned spinoff won't
exactly set it free.

According to the report, the companies originally heralded the
merger as a strategic fit that would help the mail-order retailer
grow faster and drive traffic to the venerable department store.
But the ambitious goals bogged down in Sears's deteriorating
stores. After a string of record profits that ended in 2008,
Lands' End's results have deteriorated.

The 50-year-old maker of preppy chinos and fleece jackets brought
in $50 million in profit on $1.6 billion in revenue in the
company's last fiscal year, down from $135 million in profit on
$1.7 billion in revenue in 2008, the report related.

Gary Balter, an analyst with Credit Suisse, called Lands' End's
numbers "surprisingly weak," the report said.  Sears Holdings
Corp.'s SHLD -3.78%  shares fell 3.8% Friday to $48.10, even as
the broader market rallied.

Sears took steps to separate its Lands' End unit by filing a
registration statement with the Securities and Exchange
Commission, the report said.  The move will end a rocky marriage
between the two companies that began when Sears bought Lands' End
for $1.86 billion in 2002.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SHERIDAN INVESTMENT: Moody's Assigns 'B2' CFR & Rates Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating (CFR) and B3-PD Probability of Default rating to
each of Sheridan Investment Partners II, L.P., Sheridan Production
Partners II-A, L.P., and Sheridan Production Partners II-M, L.P.
(collectively, Sheridan II). A Speculative Grade Liquidity Rating
of SGL2 was assigned to each entity, and the ratings outlook for
each entity is stable. Proceeds from the term loans will be used
to reduce outstandings and commitment amounts under each
partnership's revolving credit.

"The B2 CFR reflects Sheridan's low-risk reserve base and higher
leverage relative to its peer companies," said Stuart Miller,
Moody's Senior Credit Officer - Vice President. "The rating also
considers the business plan that includes high distribution
payouts with limited reserve growth potential along with a complex
organizational structure."

Sheridan Investment Partners II, L.P.

CFR: B2

PDR: B3-PD

Senior secured term loan rating: B2

Loss given default: LGD3, 34%

Speculative Grade Liquidity Rating: SGL-2

Outlook: Stable

Sheridan Production Partners II-A, L.P.

CFR: B2

PDR: B3-PD

Senior secured term loan rating: B2

Loss given default: LGD3, 34%

Speculative Grade Liquidity Rating: SGL-2

Outlook: Stable

Sheridan Production Partners II-M, L.P.

CFR: B2

PDR: B3-PD

Senior secured term loan rating: B2

Loss given default: LGD3, 34%

Speculative Grade Liquidity Rating: SGL-2

Outlook: Stable

Ratings Rationale:

Compared to B2 rated peers, Sheridan II's average daily production
is below the median. However, its reported proved developed
reserve amount is among the highest for the B2 rated E&P
companies. As a result, Sheridan II's reserve life on a proved
developed basis is quite long at nearly 15 years. Sheridan II's
reserves and future production rate can be calculated with a
higher degree of certainty than most other E&P companies as its
properties have well-defined decline rates. And unlike more
traditional exploration and production companies, Sheridan II's
future capital budget is modest as its capital expenditures are
primarily ear-marked for workovers, recompletions, and a modest
number of infill and delineation wells. By employing a
conservative hedging program, Sheridan II mitigates short term
commodity price risk.

Sheridan II's leverage is higher than the average for B2 rated
companies. At September 30, 2013, debt to proved developed
reserves was about $15 per Boe and pre-tax reserve PV10 to debt
was roughly 1.6x. However, Sheridan II's unleveraged cash margin
of about $50 per Boe is among the highest within the peer group
because of the high proportion of oil and NGL's in its production
stream. The high unleveraged cash margin and conservative hedging
strategy provides Sheridan II with a greater cushion to remain
profitable in a low commodity price environment.

Sheridan II was created as a vehicle to invest in low risk oil and
gas assets and to provide an attractive levered return to its
investors. Sheridan II has $154 million of equity commitments
remaining to fund additional growth and acquisitions. Once these
funds are expended, production will begin to decline and the
partnership will be forced to find the correct balance between
capital expenditures, distributions to shareholders, and debt
reductions to remain in compliance with its borrowing base.
Looking forward, Moody's credit rating will be highly dependent on
changes in the ratio of debt to proved developed reserves and the
ratio of loan to value.

Moody's B2 rating incorporates Sheridan II's unusual
organizational structure that was created to address the business
and tax considerations of a diverse mix of individual, corporate,
and tax-exempt investors. The more complex organizational
structure and the different types of investors involved introduce
greater uncertainty into the timing, and potential outcome, of an
event of default.

On a combined basis, Sheridan II's Speculative Grade Rating of
SGL-2 reflects good liquidity. Moody's expects cash flow from
operations of about $80 to $90 million per quarter through the end
of 2014, which is more than sufficient to fund approximately $35
to $40 million of projected capital expenditures per quarter, most
of which are discretionary in nature. The excess cash flow will be
available for distributions to the equity holders and/or to reduce
debt when required. Pro forma for the $800 million term loan
offering, Sheridan II will have an $800 million conforming
revolving credit facility that matures in February 2018. At the
end of September 2013, availability under the conforming borrowing
base was about $25 million. The credit facility has three
financial maintenance covenants including an interest coverage
test, a current ratio, and an asset coverage test that requires
the borrowing base to be greater than the amount of debt
outstanding. The borrowing base is re-determined semi-annually
each May and November. The partnership also has access to a $25
million non-conforming over-advance facility that steps down in
December 2013 and expires in March 2014.

The outlook is stable. A ratings upgrade will be considered if
debt to proved developed reserves falls below $12 per Boe for a
sustained period of time, if the ratio of the present value of
future cash flow from proved reserves to debt exceeds 1.75x for a
sustained period of time, and if a plan to begin amortizing debt
is established. A ratings downgrade will be considered if debt to
proved developed reserves exceeds $18 per Boe for a sustained
period of time, or if the ratio of the present value of future
cash flow from proved reserves to debt falls below 1.50x.


SOUTHERN ONE: Court Approves Plan of Reorganization
---------------------------------------------------
Southern One Twenty One Investments, Ltd., has won confirmation of
its plan of reorganization.

After hearings on Oct. 21 and Nov. 18, Judge Brenda T. Rhoades
entered an order confirming the Plan on Nov. 27, 2013.

The Debtor filed its Second Amended Plan of Reorganization on
Oct. 20, 2013.

Class 1 MetroBank secured claim changed its initial rejecting
vote, after filing of the Plan, to a vote to accept the Plan.
Class 2 Norman and Fawn Payson Secured Claim voted to accept the
Plan.  Class 3 Jimmy Y. An Secured Claim voted to accept the Plan.
Class 4 Collin County Priority Tax Claim did not vote.  Class 5
General Unsecured Claims voted to overwhelmingly accept the Plan.
Class 6 Other Unsecured Claims did not vote.  Class 7 Current
Partnership Interests did not vote.

The Debtor has disclosed the identity and affiliations of the
individuals who will serve, after confirmation of the Plan, as the
general partner of the Debtor (i.e. Peter Ng is the President of
the general partner of the Debtor).  The Reorganized Debtor will
retain the name "Southern One Twenty One Investments, Ltd.," but
may do business under any name the Reorganized Debtor deems
advisable or which is necessary or appropriate and allowable by
law.  Southern 121 Investments GP, Inc. will remain as the general
partner of the Reorganized Debtor.

A copy of the Plan Confirmation Order is available for free at:

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

                      About Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.  Nicole L. Hay, Esq., Jason M. Katz, Esq., and
Gerald P. Urbach, Esq., at Hiersche Hayward Drakeley & Urbach
P.C., in Addison, Texas, serve as counsel to the Debtor.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), estimated assets and liabilities of at least $10
million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall.


STOCKTON, CA: Returns to Solvency, With Pension Problem Unsolved
----------------------------------------------------------------
Rick Lyman and Mary Williams Walsh, writing for The New York
Times, reported that before Detroit filed for bankruptcy, there
was Stockton.

According to the report, battered by a collapse in real estate
prices, a spike in pension and retiree health care costs, and
unmanageable debt, this struggling city in the Central Valley has
labored for months to find a way out of Chapter 9.  Now having
renegotiated its debt with most creditors, cobbled together
layoffs and service cuts and raised the sales tax to 9 percent
from 8.25 percent, Stockton is nearly ready to leave court
protection.  But what Stockton, along with pretty much every other
city in California that has gone into bankruptcy in recent years,
has not done is address the skyrocketing public pensions that are
at the heart of many of these cases.

"No city wants to take on the state pension system by itself,"
said Stockton's new mayor, Anthony Silva, referring to the
California Public Employees' Retirement System, or Calpers, the
report cited.  "Every city thinks some other city will take care
of it."

While a federal bankruptcy judge ruled last week that Detroit
could reduce public pensions to help shed its debts, Stockton has
become an experiment of whether a municipality can successfully
come out of bankruptcy and stabilize its finances without touching
pensions, the report noted.  It is an effort that has come at
great cost to city services and one that some critics say will
simply not work once the city starts trying to restore services
and hire 120 police officers it promised to get the sales-tax
increase passed.

"They wanted to get out of bankruptcy in the worst possible way,
and that's just what they did," Dean Andal of the San Joaquin
County Taxpayers Association, which fought the sales-tax increase,
told the news agency.  "If they go ahead and hire those new police
officers, the city will be back in insolvency in four years."

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TAMPA WAREHOUSE: Files for Chapter 11 in Charlotte
--------------------------------------------------
Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.


TAMPA WAREHOUSE: Taps Tomblin Farmer as Bankruptcy Counsel
----------------------------------------------------------
Tampa Warehouse, LLC, sought and obtained the bankruptcy court's
approval to employ the law firm of Tomblin, Farmer & Morris, PLLC,
as bankruptcy counsel to perform the legal services that will be
necessary during the chapter 11 case, effective as of the Petition
Date.

Subject to Court approval in accordance with Section 330(a) of the
Bankruptcy Code, compensation will be payable to TFM on an hourly
basis, plus reimbursement of actual, necessary expenses incurred
by the firm.

The principal attorneys and paralegals designated to represent the
Debtor, and their current standard hourly rates are:

      a. Joshua B. Farmer $325.00 per hour
      b. Caleb J. Farmer $250.00 per hour
      c. Micah Cooper $200.00 per hour
      d. [Paralegal] $100.00 per hour

Joshua B. Farmer, in an affidavit, attests that TFM does not hold
or represent any interest adverse to the Debtor's estate, and TFM
is a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.

                         About the Debtor

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.


TAMPA WAREHOUSE: Section 341(a) Meeting Set on Jan. 15
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Tampa Warehouse,
LLC, will be held on Jan. 15, 2014, at 2:00 p.m. at 3-Charlotte
First Meeting Room.  Creditors have until April 15, 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.

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) on Dec. 5, 2013.  Fred D. Godley signed the
petition as member/manager.  The Debtor estimated assets of at
least $100 million and debts of at least $10 million.  Joshua B
Farmer, Esq., at TOMBLIN, FARMER & MORRIS, PLLC, serves as the
Debtor's counsel.  Hon. Laura T. Beyer presides over the case.


TAMPA WAREHOUSE: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tampa Warehouse, LLC
        PO Box 1140
        Cornelius, NC 28031-1140

Case No.: 13-32547

Chapter 11 Petition Date: December 5, 2013

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

Judge: Hon. Laura T. Beyer

Debtor's Counsel: Joshua B Farmer, Esq.
                  TOMBLIN, FARMER & MORRIS, PLLC
                  Post Office Box 632
                  Rutherfordton, NC 28139
                  Tel: 828-286-3866
                  Fax: 828-286-4820
                  Email: jfarmer@farmerlegal.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $50 million

The petition was signed by Fred D. Godley, member/manager.

List of Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim    Claim Amount
   ------                      ---------------    ------------
AB Certified Water             Services                  $700
Treatment LLC

City of Tampa                  Utilities               $1,859

Davis Supply, Inc.             Invoice                 $1,112

Domogawa Roofing Inc           Services               $12,721

DPI Mid Atlantic, Inc.         Security Deposit       $28,426

Florida Department of          September 2013         $10,874
Revenue                        Sales Tax

Florida Department of          November 2013           $9,752
Revenue                        Sales Tax

G.A.S. Fire Protection, Inc.   Services               $13,552

Hillsborough Co. EPC           Site Monitoring        $20,000

Hillsborough County Tax        Ad valorem taxes      $256,701
Collector                      for 2013
Doug Belden, Tax Collector
PO Box 30012
Tampa, FL 33630-3012

Jerry Money                    Lawn service              $300

Kings III Emergency            Services                   $70

Packers' Plus Inc.             Business Interruption  Unknown

R & R Sewage Lift Station      Services                  $125
Services, Inc.

R2J Chemical Services, Inc.    Invoice                 $2,337

RCS Company of Tampa           Services               $11,024

Tampa Electric Co.             Utilities              $54,299

Twiss Transport, Inc.          Business               Unknown
                               Interruption


THERAKOS INC: Moody's Says Dividend Recap. is Credit Negative
-------------------------------------------------------------
Moody's Investors Service says that Therakos, Inc.'s proposed
dividend recapitalization is credit negative but does not impact
its ratings, including its B3 Corporate Family Rating and stable
outlook. Therakos intends to pay its private equity sponsor a
$74.2 million dividend to be funded by incremental borrowings
under its first lien and second lien term loan facilities. At the
same time, the company is seeking a one-time waiver to allow for
restricted payment for dividend distribution as well as resetting
maintenance covenants, among other requests.

Privately-held Therakos, Inc. headquartered in West Chester, PA,
develops, markets and sells an integrated drug and device system
for extracorporeal photopheresis ("ECP"), a therapy used to treat
orphan disease states arising from immune system imbalances.


TIMIOS NATIONAL: YA Global Held 73% Equity Stake at Dec. 4
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, YA Global Investments, L.P., disclosed that
as of Dec. 4, 2013, it beneficially owned 6,253,097 shares of
common stock of Timios National Corporation representing
73 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/kZzzmU

                       About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.

Timios National disclosed a net loss of $2.76 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.98 million
for the year ended June 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$9.02 million in total assets, $6.70 million in total liabilities
and $2.32 million in total stockholders' equity.


TMT GROUP: Can Seek Release Of Creditor-Seized Ships
----------------------------------------------------
Law360 reported that a Texas bankruptcy judge said that TMT Group
could seek the release of three of its ships seized by bank
creditors around the world, on the condition that it finalize
plans to hire commercial and technical fleet managers to take
control of the boats.

According to the report, U.S. District Judge Marvin Isgur approved
TMT's request to use cash collateral held by Cathay United Bank
Co. Ltd. and Mega International Commercial Bank Co. Ltd. to pay
off port charges and other debt associated with the M.V. Fortune
Elephant.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TOP ROOFING: Complaint Against Roy Kirby & Sons Dismissed
---------------------------------------------------------
A Maryland bankruptcy court entered a memorandum opinion
dismissing the complaint TOP ROOFING, INC., and THOMAS COX,
Plaintiffs, v. ROY KIRBY & SONS, INC., and ANASTASIA ELENA THOMAS,
Defendants, Adv Proc No. 12-00041 with prejudice for lack of
prosecution.

Top Roofing and its president, Thomas Cox, filed the three-count
complaint in January 2012 against the defendants for willful
violation of the automatic stay pursuant to 11 U.S.C. Sec. 362.
Count 1 demanded that the defendants reimburse the plaintiffs for
attorneys' fees and costs, and that the Court assess punitive
damages for the willful violation of the automatic stay.

In Count 2, plaintiffs sought a declaratory judgment against Kirby
that Top Roofing was the party to the contract and not Mr. Cox.
Count 3 sought an injunction against Kirby from attempting to
bring actions against Mr. Cox for debts owed by Top Roofing.

The 2012 Complaint is related to July 28, 2011 suit Kirby filed in
the Circuit Court for Baltimore City against "Thomas L. Cox t/a
Top Roofing," for breach of contract and for damages of $152,186.

The Circuit Court action was filed barely a month after Top
Roofing filed for bankruptcy on June 20, 2011, (Bankr.  Md., Case
No. 11-22814).

By June 25, 2012, the Debtor's Chapter 11 case was converted to a
Chapter 7 proceeding.  Marc H. Baer was appointed as Chapter 7
Trustee.

"The plaintiffs abandoned the instant complaint even before the
debtor's conversion to Chapter 7. Since the date the case was
converted to Chapter 7, Mr. Cox filed a dismissal of the complaint
on his own behalf. Top Roofing has failed to prosecute the
complaint or request the trustee to do so. . . .  Therefore, the
complaint will be dismissed, not as a sanction, but rather for
lack of prosecution," Judge James F. Schneider said.

Also before the Bankruptcy Court are the defendants' motions for
summary judgment and for the imposition of sanctions for discovery
abuse, and the plaintiffs' motions to stay and to strike motion
for sanctions.  All motions are denied, Judge Schneider ruled.

A copy of Judge Schneider's Oct. 15, 2013 Opinion is available at
http://is.gd/ng6ywffrom Leagle.com.

Kim D. Parker, Esq. -- Kp@kimparkerlaw.com -- of the Law Offices
of Kim Parker, P.A., in Baltimore, MD, serves as counsel for the
Plaintiffs.

Francis R. Laws, Esq., of Thomas & Libowitz, P.A., At 100 Light
Street, Suite 1100, in Baltimore, Maryland 21202, serve as counsel
for the Defendants.

Katherine A. Levin, Esq. -- Katherine.A.Levin@usdoj.gov --
represents Office of United States Trustee, in Baltimore, MD.


TOYS R US: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 96.85 cents-on-the-
dollar during the week ended Friday, Dec. 6, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.30
percentage points from the previous week, The Journal relates.
Toys R Us pays 500 basis points above LIBOR to borrow under the
facility. The bank loan matures on July 25, 2019 and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys"R"Us is headquartered in Wayne, NJ.


TXU CORP: 2014 Bank Debt Trades at 28% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 71.93 cents-on-the-
dollar during the week ended Friday, Dec. 6, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.27
percentage points from the previous week, The Journal relates. TXU
Corp pays 350 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

            About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.


TXU CORP: 2017 Bank Debt Trades at 30% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 69.98 cents-on-the-
dollar during the week ended Friday, Dec. 6, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.90
percentage points from the previous week, The Journal relates. TXU
Corp pays 450 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

            About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.


UNIFIED 2020 REALTY: Again Amends Plan; Hearing Reset to January
----------------------------------------------------------------
Unified 2020 Realty Partners, LP, filed late last month a Second
Amended Plan of Reorganization and explanatory disclosure
statement.  In light of the objections filed by United Central
Bank and Orange Business Services, the Debtor has sought and
obtained an order resetting the disclosure statement hearing to
Jan. 14, 2014 at 1:30 p.m.

According to the Second Amended Disclosure Statement filed
Nov. 26, 2013, the Plan is premised on the sale of substantially
all of the Debtor's assets through a court-approved sale process.
AGT Global Holding, LLC, as successor in interest to Moms Against
Hunger, has agreed to enter in to an asset purchase agreement,
pursuant to which it will serve as the stalking horse bidder for
the assets.

Absent higher and better offers, AGT will purchase the assets for
$38.7 million, comprising (i) payment of a cash purchase price of
$23.5 million, (ii) assumption of certain liabilities, including
the assumption in full of the allowed unsecured interlocutory
order claim of Orange Business Services US Inc. in the amount of
$15.2 million.  AGT's bid will be subject to higher and better
offer but, in no event, will the aggregate consideration to be
paid in excess of AGT's stalking horse bid be less than $250,000.

In the event AGT is not the successful bidder at the auction, then
AGT will receive a break-up fee of $706,397 (3% of the cash
portion of the purchase price) and expense reimbursement capped at
$150,000.

The Debtor has been advised that the trustee, Daniel J. Sherman,
intends to engage the services of a professional real estate firm
to advertise, and market the assets, including creating an
electronic data room for inspection by prospective bidders who
desire to participate in the auction.

The Debtor is proposing a full-payment plan.  Under the Plan:

   -- Administrative claims estimated at $500,000, fee claims and
priority tax claims of $688,000 will be paid in full.

   -- The secured claims of Property Tax Solutions Inc. (owed
$1.05 million claim, United Central Bank (owed $14.9 million), and
Ray Mackey (owed $9,750) are unimpaired and they will recover
100%.

  -- Unsecured creditors (estimated at $516,000) will receive cash
in an amount sufficient to render these claims unimpaired and thus
will recover 100%.

  -- The allowed unsecured interluctory order claim of Orange
Business Services US, Inc., in the amount of $15.2 million will be
assumed by the stalking horse bidder and is unimpaired.

  -- Equity holders will retain their interests.

Pursuant to the Plan, $500,000 from the sale proceeds will be used
to fund the wind down of the Debtor.

A copy of the Disclosure Statement dated Nov. 26, 2013, is
available for free at:

    http://bankrupt.com/misc/Unified_2020_2nd_Am_DS.pdf
    http://bankrupt.com/misc/Unified_2020_2nd_Am_DS_part2.pdf

                         Objections Filed

The Second Amended Disclosure Statement was previously slated for
hearing on Dec. 9, 2013.

The Debtor said that objections of United Central Bank ("UCB") and
Orange Business Services US, Inc., were extensive; however, the
Debtor believes that prior to resetting the hearing most if not
all the objections can be resolved.

The Debtor has consulted with the Trustee and his counsel, and has
concluded that it is in the best interest of the creditors and the
estate that the Debtor continues to address the objections to the
disclosure statement and plan of liquidation.  The Trustee agrees
to the continuance of the hearing to a later date to enable the
parties to continue settlement discussions which could ultimately
lead to a consensual plan, at least with respect to the largest
secured and unsecured creditors in the case.

Accordingly, the Debtor sought another 30-day delay of the
disclosure statement hearing.

UCB and Orange also objected to the previous iterations of the
Disclosure Statement.

Attorneys of the Debtor can be reached at:

         Arthur I. Ungerman, Esq.
         ARTHUR I. UNGERMAN
         8140 Walnut Hill Lane, Suite 301
         Dallas, TX 75231
         Tel: (972) 239-9055
         Fax: (972) 239-9886
         E-mail: arthur@arthurungerman.com

            - and -

         Jules P. Slim, Esq.
         P.O. Box 140307
         Irving, Texas 75014-0307
         Tel: (214) 350-5183
         Fax: (214) 350-5184
         E-mail: jslim@slimlawfirm.com

                     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.


UNITED CONTINENTAL: Moody's Affirms 'B2' CFR, Outlook Positive
--------------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family and
B2-PD Probability of Default ratings assigned to United
Continental Holdings, Inc. and has changed the ratings outlook to
positive from stable. Moody's also affirmed the Ba2 rating
assigned to the company's senior secured bank credit facilities
and to the 6.75% Senior Secured Notes due September 2015 and the
B2 senior unsecured rating assigned to certain of the company's
unsecured note obligations and industrial revenue bond issues
backed by a guarantee of United Airlines, Inc. The Speculative
Grade Liquidity rating changed to SGL-1 from SGL-2.

The positive outlook reflects Moody's belief that United's
financial results will improve in 2014, leading to a stronger
credit metrics profile. At its recent Investor Day, United
disclosed plans to remove $2.0 billion of operating expense from
its cost structure over the next four years, about half from lower
fuel expense as the company modernizes its fleet with new
aircraft. The change in the ratings outlook also anticipates that
United's initiatives to improve service and yields will support
revenue growth, contributing to earnings expansion.

Ratings Rationale:

The B2 Corporate Family rating considers UAL's good liquidity,
leading market position and Moody's view that despite improving
operating trends, credit metrics have been somewhat weak relative
to the cross-industry medians for the B2 rating category. The
ratings anticipate that UAL will sustain good liquidity
notwithstanding expected about breakeven free cash flow generation
in upcoming years because of higher capital expenditures for new
aircraft and other capital investments. The ratings also consider
that UAL remains exposed to increasing competitive pressure in its
Pacific operations as Asian carriers add capacity within Asia as
well as across the Pacific while global economic growth remains
lackluster and the yen remains weak. However, Moody's expects UAL
to continue to carefully manage capacity to limit any such
pressure. The Boeing 787 aircraft should also provide some network
flexibility to counteract competitors' growth across the Pacific.

The change of the SGL rating reflects Moody's view that the about
$6.7 billion of liquidity at September 30, 2013 and anticipated
break-even free cash flow provides the company very good
liquidity.

The ratings could be upgraded if the company is able to improve
its unit revenues and limit growth in non-fuel unit costs such
that it sustains a positive trend of operating profit and
operating cash flow. Sustained stronger credit metrics such as
Funds from Operations + Interest to Interest of above 3.0 times,
Debt to EBITDA below 5.5 times and about breakeven Free Cash Flow
to Debt could lead to an upgrade. The outlook could be returned to
stable or the ratings downgraded if the company is unable to
maintain its EBIT margin above 5% while its cost of jet fuel
surpassed $3.40 per gallon or if aggregate liquidity including
cash and availability on revolving credit facilities was sustained
below $4.0 billion. Sustained negative free cash flow generation,
Debt to EBITDA of more than 7.0 times or Funds from Operations +
Interest to Interest of below 2.0 times could also lead to a
negative rating action.

United Continental Holdings, Inc. is the holding company for
United Airlines, Inc. United Airlines and its regional operation,
United Express, offer approximately 5,300 daily departures to 360
destinations. In 2012, United and United Express carried more
passenger traffic than any other airline in the world and operated
nearly two million flights carrying 140 million customers.

Ratings:

Issuer: United Continental Holdings, Inc.

Speculative Grade Liquidity Rating, Changed to SGL-1 from SGL-2

Outlook Actions:

Issuer: Continental Airlines Finance Trust II

Outlook, Changed To Positive From Stable

Issuer: United Airlines, Inc.

Outlook, Changed To Positive From Stable

Issuer: United Continental Holdings, Inc.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: United Continental Holdings, Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture Jul 15, 2026, Affirmed B2
(LGD4, 54%)

Senior Unsecured Regular Bond/Debenture Jul 15, 2028, Affirmed B2
(LGD4, 54%)

Senior Unsecured Regular Bond/Debenture Jul 15, 2024, Affirmed B2
(LGD4, 54%)

Senior Unsecured Regular Bond/Debenture Jun 1, 2018, Affirmed B2
(LGD4, 54%)

Senior Unsecured Regular Bond/Debenture Dec 1, 2020, Affirmed B2
(LGD4, 54%)

Issuer: Cleveland (City of) OH

Senior Unsecured Revenue Bonds Sep 15, 2027, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Dec 1, 2019, Affirmed B2 (LGD4,
54%)

Issuer: Continental Airlines Finance Trust II

Pref. Stock Preferred Stock Nov 15, 2030, Affirmed Caa1 (LGD5,
85%)

Issuer: Denver (City & County of) CO

Senior Unsecured Revenue Bonds Oct 1, 2032, Affirmed B2 (LGD4,
54%)

Issuer: Harris County Industrial Dev Corp, TX

Senior Unsecured Revenue Bonds Jul 1, 2019, Affirmed B2 (LGD4,
54%)

Issuer: Hawaii Department of Transportation

Senior Unsecured Revenue Bonds Jun 1, 2020, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Nov 15, 2027, Affirmed B2 (LGD4,
54%)

Issuer: Houston (City of) TX

Senior Unsecured Revenue Bonds Jul 15, 2030, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 15, 2038, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 15, 2029, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 15, 2029, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 1, 2021, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 15, 2017, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 1, 2022, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 1, 2029, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 1, 2029, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 15, 2027, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jul 15, 2027, Affirmed B2 (LGD4,
54%)

Issuer: New Jersey Economic Development Authority

Senior Unsecured Revenue Bonds Nov 15, 2030, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jun 1, 2033, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Jun 1, 2033, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Sep 15, 2019, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Sep 15, 2023, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Sep 15, 2029, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Apr 1, 2028, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Nov 15, 2030, Affirmed B2 (LGD4,
54%)

Senior Unsecured Revenue Bonds Sep 15, 2027, Affirmed B2 (LGD4,
54%)

Issuer: United Air Lines, Inc.

Senior Secured Enhanced Equipment Trust Jan 15, 2016, Affirmed Ba3

Senior Secured Enhanced Equipment Trust Jan 15, 2017, Affirmed
Baa3

Senior Secured Pass-Through Jul 2, 2014, Affirmed B1

Senior Secured Pass-Through Jul 2, 2019, Affirmed Ba3

Senior Secured Pass-Through Nov 1, 2016, Affirmed Baa2

Senior Secured Pass-Through Jul 2, 2022, Affirmed Baa3

Issuer: United Airlines, Inc.

Senior Secured Bank Credit Facility Apr 1, 2019, Affirmed Ba2
(LGD2, 18%)

Senior Secured Bank Credit Facility Apr 1, 2018, Affirmed Ba2
(LGD2, 18%)

Senior Secured Enhanced Equipment Trust Apr 29, 2018, Affirmed B1

Senior Secured Enhanced Equipment Trust Jul 2, 2014, Affirmed B2

Senior Secured Enhanced Equipment Trust Apr 1, 2021, Affirmed B1

Senior Secured Enhanced Equipment Trust May 1, 2022, Affirmed Ba3

Senior Secured Enhanced Equipment Trust Sep 15, 2018, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Jan 2, 2017, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Apr 11, 2020, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Jul 12, 2020, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Apr 29, 2022, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Dec 15, 2015, Affirmed Ba1

Senior Secured Enhanced Equipment Trust May 10, 2017, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Feb 2, 2020, Affirmed Ba1

Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Oct 2, 2019, Affirmed Ba3

Senior Secured Enhanced Equipment Trust Nov 1, 2017, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Jul 2, 2014, Affirmed Ba2

Senior Secured Enhanced Equipment Trust Nov 10, 2019, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust May 1, 2022, Affirmed Baa2

Senior Secured Enhanced Equipment Trust Sep 15, 2017, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Jan 2, 2018, Affirmed Baa2

Senior Secured Enhanced Equipment Trust Apr 11, 2024, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Apr 29, 2026, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Jul 12, 2022, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Jun 15, 2021, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Aug 2, 2020, Affirmed Baa2

Senior Secured Enhanced Equipment Trust Apr 1, 2015, Affirmed Baa3

Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Oct 2, 2022, Affirmed Baa3

Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed
Baa2

Senior Secured Enhanced Equipment Trust May 1, 2018, Affirmed Baa2

Senior Secured Enhanced Equipment Trust Jul 2, 2014, Affirmed Baa2

Senior Secured Equipment Trust Jul 2, 2018, Affirmed B1

Senior Secured Equipment Trust Apr 19, 2014, Affirmed B1

Senior Secured Equipment Trust Sep 1, 2019, Affirmed B1

Senior Secured Equipment Trust Apr 19, 2022, Affirmed Ba2

Senior Secured Equipment Trust Jul 8, 2016, Affirmed Baa2

Senior Secured Equipment Trust Apr 19, 2022, Affirmed Baa2

Senior Secured Regular Bond/Debenture Sep 15, 2015, Affirmed Ba2
(LGD2, 18%)

Senior Unsecured Conv./Exch. Bond/Debenture Jan 15, 2015, Affirmed
B2 (LGD4, 54%)


VIVATAR INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Vivatar, Inc.
        PO Box 1467
        Holland, MI 49422

Case No.: 13-09258

Chapter 11 Petition Date: December 5, 2013

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. Scott W. Dales

Debtor's Counsel: Robert F. Wardrop, II, Esq.
                  WARDROP & WARDROP, P.C.
                  300 Ottawa Avenue, N.W., Ste 150
                  Grand Rapids, MI 49503
                  Tel: (616) 459-1225
                  Email: bkfilings@wardroplaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian D. Schelstraete, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb13-9258.pdf


W.R. GRACE: Awaits Last Appeal to Implement Asbestos Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although W.R. Grace & Co. beat back four appeals from
its reorganization plan dealing with asbestos liability, the
company confirmed that it won't emerge from the bankruptcy begun
more than 12 years ago until the U.S. Court of Appeals in
Philadelphia rules on the fifth and last challenge.

According to the report, Grace said in a statement on Dec. 5 that
no appeals were filed to the U.S. Supreme Court from the four
already-decided cases.

When implemented, Grace's Chapter 11 plan will create trusts to
take care of existing and future asbestos claims. It was first
approved by the bankruptcy court in January 2011. The plan was
upheld in January and June 2012 in U.S. district court, prompting
appeals to Philadelphia.

The remaining appeal was taken by banks that said they are
entitled to $185 million in interest on their claims because
shareholders are retaining stock worth $4.9 billion. Companies
whose units filed the appeals include Bank of America Corp.,
Barclays Plc, and JPMorgan Chase & Co.

Grace's Chapter 11 plan resulted from a settlement from April 2008
resolving all present and future asbestos personal-injury claims
and asbestos property damage claims.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  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.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

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.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

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).


WOODS & WATER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Woods & Water Development, L.L.C.
        P.O. Box 241888
        Montgomery, AL 36124

Case No.: 13-33263

Chapter 11 Petition Date: December 5, 2013

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Hon. Dwight H. Williams Jr.

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  1784 Taliaferro Trail, Suite A
                  Montgomery, AL 36117
                  Tel: 334-215-4422
                  Fax: 334-215-4424
                  Email: bankruptcy@fritzandhughes.com

Total Assets: $3.62 million

Total Liabilities: $2.78 million

The petition was signed by David Chancellor, member.

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


YBA NINETEEN: Denied Stay Pending Appeal of Case Conversion Order
-----------------------------------------------------------------
District Judge William Q. Hayes denied an Ex Parte Motion for Stay
Pending Appeal in the appeallate case, YBA NINETEEN, LLC,
Appellant, v. INDYMAC VENTURE, LLC, Appellee, (S.D. Calif.).

On Oct. 8, 2013, YBA filed a notice of appeal of a bankruptcy
court order converting its Chapter 11 case to one under Chapter 7.
YBA filed an election to have the appeal heard by the U.S.
District Court for the Southern District of California.  On Oct.
15, YBA moved for an order staying the Bankruptcy Court's case
conversion order.

IndyMac Venture, LLC, opposed the Ex Parte Motion for Stay Pending
Appeal.

In an Oct. 17, 2013 Order available at http://is.gd/YtFp4Ifrom
Leagle.com, Judge Hayes said YBA failed to demonstrate that
irreparable injury is likely in the absence of a stay of the Case
Conversion Order.

YBA Nineteen LLC, a California LLC, based in La Jolla, filed a
chapter 11 bankruptcy petition (Bankr. S.D. Calif. 13-00968) in
San Diego, on Jan. 31, 2013.  John L. Smaha, Esq., at Smaha Law
Group, APC, serves as the Debtor's counsel.  In its petition, the
Debtor scheduled assets of $4,005,849 and liabilities of
$6,910,436.  The Company's list of its 10 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/casb13-00968.pdf The petition was signed
by Kamran Banayan, manager.


ZACKY FARMS: Seeks Plan Confirmation on Wednesday
-------------------------------------------------
ZF in Liquidation LLC, known as Zacky Farms LLC, prior to the
sale of its assets, will asks the bankruptcy court at a hearing on
Dec. 10, 2103, at 2:00 p.m. to approve its Amended Plan of
Liquidation dated June 27, 2013.

In a notice filed Nov. 19, 2013, the Debtor said it is withdrawing
its Amended Plan of Liquidation dated Sept. 3, 2013.  The Debtor
explained that modifications proposed in the September Plan
are no longer necessary as each objection to the June 27 plan
subsequently has been resolved or withdrawn and, as a consequence,
the general unsecured class has accepted the Plan.

On Dec. 3, 2013, the Debtor filed a document titled Second
Memorandum of Points and Authorities in Support of Confirmation of
Debtor's Amended Plan of Liquidation dated June 27, 2013.  A copy
of the document is available for free at:

     http://bankrupt.com/misc/ZF_Memo_Plan_112713.pdf

The Plan contemplates the liquidation of all estate assets for the
benefit of the holders of allowed claims and allowed interests.
The Plan provides for 16 classes of impaired claims:

    * Class 1 (Settled Claim of DIP Lender);
    * Class 2 (Settled Secured Claim of Western Milling);
    * Class 3 (Disputed Secured Claim of Dreisbach);
    * Class 4 (Settled Claim of the Lillian Zacky Trust);
    * Class 5 (Disp. Secured Claim of Office Max North America);
    * Class 6 (Disp. Secured Claim of Dave Dodge Service, Inc.);
    * Class 7 (Disp. Sec. Claim of B&B Quality Food Providers);
    * Class 8 (Disputed Secured Claim of Wei Chan DDS);
    * Class 9 (Disp. Sec. Claim of Idaho Avenue Land Company);
    * Class 10 (Disputed Secured Claim of USA Petroleum Corp.);
    * Class 11 (Disputed Secured Claim of GFC LLC);
    * Class 12 (Disputed Secured Claim of Richard Zacky Trust);
    * Class 13 (Holders of Permitted Liens);
    * Class 14 (Settled 503(b)(9) Claims);
    * Class 15 (General Unsecured Claims); and
    * Class 16 (Debtor's Members' Interests).

The ballots and other filings the Debtor has received demonstrate
acceptances of the Plan by impaired Classes 2, 12, 14, 15 and 16.
No votes were received from Classes 1, 3, 4, 5, 6, 7, 8, 9, 10, 11
or 13.

In the Dec. 3 filing, the Debtor's attorney, Thomas A. Willoughby,
Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, notes
that since the solicitation of the Plan, the Debtor has obtained a
Court order determining that Class 3 has no outstanding pre- or
post-petition claim against the Debtor.  The Debtor also has
obtained Court orders disallowing the secured claims of Classes 5,
6 and 8.  In addition, the Debtor has filed a motion for a Court
order determining the amount of the disputed secured claim of
Class 7 at zero ($-0-) for plan confirmation purposes and that
motion has been taken under submission by the Court.

Mr. Willoughby adds that at a hearing on Nov. 26, 2013, the Court
granted the Debtor's motion for default judgment as to the holder
of claims in Class 9.  The Debtor has submitted a proposed
judgment to the Court with respect to the holder of claims in
Class 9 that provides, inter alia, that the holder of claims in
Class 9 has no lien on or other claim to the $3.5 million creditor
note.  The Debtor also has obtained stipulations from the holders
of claims in Classes 10 and 11 providing that those creditors do
not have any interest in the Debtor's property.  The Debtor is
awaiting entry of orders approving those stipulations as well as
entry of stipulated judgments for the holders of claims in Classes
10 and 11 which will provide, inter alia, that the holders of
claims in Class 10 and Class 11 have no lien on or other claim to
the $3.5M Creditor Note.

                        Remaining Objection

According to the Debtor, these parties previously filed objections
to the Plan but their objections have been resolved: (1) the
United States of America; (2) Integrated Grain & Milling, Inc.;
(3) Richard Zacky; (4) Big Feather Ranch, LLC, Lucky Wishbone
Ranch, LLC and American Huntsman, LLC; and (5) Sharon Zacky
Wilensky.

On Nov. 26, 2013, Western Milling, LLC filed a conditional
objection to/request for clarification of the Plan.  While voting
for the Plan in three classes (Classes 2, 14 and 15), Western
Milling now objects to the Plan because the Plan does not provide
for the pro rata distribution to Class 2 and 503(b)(9) Claimants
of the interest and maturity extension fee paid by the borrower of
the $6.4M 503(b)(9) Note.

The Debtor asserts that the Western Milling Objection should be
denied and the Plan should be confirmed as filed.

Mr. Willoughby points out that Western Milling asserts that 11
U.S.C. Section 1123(a)(4) embodies the concept that "all claims of
equal priority are entitled to the same treatment in a chapter 11
case."  But the Debtor notes that 11 U.S.C. Section 1123(a)(4)
provides in relevant part that "a plan shall . . . provide the
same treatment for each class of claim . . . unless the holder of
a particular claim . . . agrees to a less favorable treatment[.]"
Here, the Plan does provide for the same treatment for each class
of claims, and both Classes 2 and 14 have accepted the treatment
of their claims under the Plan.  The Plan clearly provides that
Class 2 and the 503(b)(9) Claimants, including those holding
Settled 503(b)(9) Claims in Class 14, are to be paid the amount of
their claim without interest.

              Integrated Grain Changes to 'Yes' Vote

Integrated Grain & Milling, Inc., submitted a statement of non-
opposition to confirmation of the Plan.  IGM said it is
withdrawing its previously filed objections to plan confirmation
in light of the entry into an approval of the settlement among the
Official Committee of Unsecured Creditors and various parties on
Oct. 29, 2013.

                          About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The Debtor disclosed
$72,233,554 in assets and $67,345,041 in liabilities as of the
Chapter 11 filing.

Kurtzman Carson Consultants LLC provides administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.

Zacky Farms LLC received bankruptcy-court approval to sell its
assets to the Robert D. and Lillian D. Zacky Trust.  The Debtor
changed its name to ZF in Liquidation LLC following the assets
sale.

On June 27, 2013, ZF in Liquidation filed proposed Chapter 11 plan
that essentially provides for the Debtor to continue its wind-down
efforts after confirmation with administration to be handled by a
professional wind-down manager replacing Keith Cooper.  A copy of
the Plan is available for free at:

     http://bankrupt.com/misc/ZACKY_1stAmdPlanJun27.PDF


* Undisclosed Facts Form Basis for Revoking Discharge
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that undisclosed facts that would have resulted in the
denial of discharge are grounds for revoking discharge, the U.S.
Court of Appeals in San Francisco ruled on Dec. 2.

According to the report, the case involved an individual who
misrepresented the value and existence of assets in his sworn
lists of assets in his Chapter 7 papers. He similarly failed to
disclose all when examined at his creditors' meeting. The
discharge was granted.

The U.S. Trustee later learned about the assets and sought
revocation of the discharge, which the bankruptcy court granted.
The district court found no error.

On appeal in San Francisco, the bankrupt argued that it was
improper to revoke discharge unless the fraud itself procured the
discharge. U.S. Circuit Judge Milan D. Smith Jr. disagreed in his
opinion for the three-judge appellate court.

"A material fraud, which would have resulted in the denial of a
Chapter 7 discharge had it been known at the time of such
discharge, can justify subsequent revocation of that discharge"
under Section 727(d)(1) of the Bankruptcy Code, Judge Smith said,
agreeing with the circuit's Bankruptcy Appellate Panel and other
courts of appeal.

The case is Jones v. U.S. Trustee, 12-35665, U.S. Court of Appeals
for the Ninth Circuit (San Francisco).


* Misspending Marital Property Dischargeable in Chapter 13
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a spouse who improperly consumed marital property
before divorce can discharge the debt in Chapter 13, not in
Chapter 7, according to a Nov. 5 decision from the Bankruptcy
Appellate Panel for the Ninth Circuit in San Francisco.

According to the report, the married couple's largest asset was
about $275,000 in the husband's 401(k) account. When divorce
proceedings began, the state court enjoined the couple from
dissipation of marital assets except in the ordinary course.

Nonetheless, the husband spent the account for himself and later
was saddled with a $100,000 judgment in favor of the wife.  The
husband filed for bankruptcy under Chapter 13.

The bankruptcy court ruled that most of the judgment was not
discharged under Section 523(a)(4) of the Bankruptcy Code as a
fraud while acting in a fiduciary capacity.

The appellate panel reversed in an opinion by U.S. Bankruptcy
Judge Marc L. Barreca.

He ruled that Washington state law doesn't establish a fiduciary
relationship between spouses with regard to marital property.

Judge Barreca said the husband couldn't discharge the debt in
Chapter 7 in view of Section 523(a)(15). In Chapter 13, on the
other hand, debt is discharged under Section 1328(a)(2).

Although denying discharge "may be defensible as a matter of
policy, it appears to 'override the balance Congress struck,'"
according to the opinion.

Because consuming the property didn't occur in violation of
fiduciary duties, the debt was discharged.

The case is Mele v. Mele (In re Mele), 13-01173, U.S. Ninth
Circuit Bankruptcy Appellate Panel (San Francisco).


* Citigroup, Wells Fargo Accused by L.A. of Discrimination
----------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
Citigroup Inc. and Wells Fargo & Co. were accused of
discriminatory mortgage lending by the city of Los Angeles, which
seeks damages for reduced property tax revenue and the costs of
maintaining foreclosed properties.

According to the report, the city filed complaints against both
banks on Dec. 7 in federal court in Los Angeles. Bank of America
Corp. was accused in a lawsuit filed today of engaging in
discriminatory mortgage lending, Los Angeles City Attorney Mike
Feuer said in a statement.

The three banks have been engaged in discriminatory lending to
minority borrowers since at least 2004, which placed the borrowers
in loans they couldn't afford and caused a high number of
foreclosures in minority neighborhoods, Los Angeles said in the
complaints, the report related.

That the banks' foreclosures are so "disproportionately
concentrated in minority neighborhoods is not the product of
random events," according to the complaints, the report further
related.  It reflects and is fully consistent with the banks'
"practice of targeting minority neighborhoods and customers for
discriminatory practices and predatory pricing and products."

Homeowners in the second-largest U.S. city lost about $78.8
billion in home values as the result of 200,000 foreclosures from
in 2008 through 2012, the city said, citing a report by Alliance
of Californians for Community Empowerment and the California
Reinvestment Coalition, the report added.  The lost property tax
revenue to the city has been $481 million, according to the
complaints.


* New-Home Sales in U.S. Rebound From One-Year Low
--------------------------------------------------
Lorraine Woellert, writing for Bloomberg News, reported that
purchases of new U.S. homes rebounded in October from the lowest
level in more than a year, signaling buyers are starting to take
higher mortgage rates in stride.

According to the report, sales jumped 25.4 percent to a 444,000
annualized pace, following a 354,000 rate in the prior month that
was the weakest since April 2012, figures from the Commerce
Department showed today in Washington. The median forecast of 62
economists surveyed by Bloomberg called for 429,000.

Home sales are regaining strength as gains in employment and stock
prices help consumers adjust to this year's increase in borrowing
costs and property values, which have hurt affordability, the
report related.  Builders such Hovnanian Enterprises Inc. are
optimistic about the outlook for the market, which will need to
expand to meet the needs of a growing population.

"The worst of the impact of higher mortgage rates seems to be
behind us," said Millan Mulraine, director of U.S. rates research
at TD Securities USA LLC in New York, who forecast an increase in
sales to 445,000, the report cited.  "If we continue to see
improvements in employment and if mortgage rates stay where they
are, we should see these levels sustained."

Economists' estimates in the Bloomberg survey ranged from 375,000
to 450,000, the report said.  The 25.4 percent increase from
September was the biggest one-month surge since May 1980.


* Retailers Post Weak November Sales
------------------------------------
Anna Prior, writing for The Wall Street Journal, reported that
retailers on Dec. 5 reported weaker-than-expected sales in
November as a slew of deals and promotions, particularly during
the Thanksgiving holiday weekend, weren't enough to entice
shoppers to open their wallets.

According to the report, conditions aren't likely to improve in
the near term as the list of retailers offering muted current-
quarter outlooks has continued to grow, with recent additions
including specialty retailers Aeropostale Inc., Wet Seal Inc. and
Express Inc.

One bright spot, however, was Gap Inc., which reported 2% growth
in same-store sales for November, topping expectations for a 0.8%
increase, the report related.

Among Gap's brands, its namesake stores reported a 2% increase
versus the 0.6% growth estimate, the report said.  Old Navy's
same-store sales grew 3%, compared with expectations for a 2.2%
rise. Banana Republic posted a 1% decline, while expectations were
for a 0.8% drop.

Industry-wide, sales over the Thanksgiving weekend, which included
the first day of December, were lackluster, the report further
related.  Although companies from Wal-Mart Stores Inc. to Target
Corp. trumpeted strong traffic in stores and online, most
retailers haven't provided specific sales numbers for the weekend.


* SEC Considers More Oversight over Proxy Advisers
--------------------------------------------------
Dave Michaels, writing for Bloomberg News, reported that the U.S.
Securities and Exchange Commission is weighing whether proxy
advisers have grown so influential in corporate elections that
regulators should impose rules to make their business more
transparent.

According to the report, the roles of Institutional Shareholder
Services Inc. and Glass Lewis & Co. LLC in shareholder voting is
being debated by institutional investors, brokers, business groups
and unions today at a meeting hosted by the SEC. ISS and Glass
Lewis dominate the market for providing recommendations for votes
on topics such as executive pay, nominees for boards of directors,
and corporate mergers.

ISS, Glass Lewis and other proxy advisers agreed this year
following a recommendation by the European Securities and Markets
Authority to follow a voluntary code of conduct to manage
conflicts of interest and disclose how they make recommendations,
the report said. The U.S. Chamber of Commerce and Business
Roundtable have pressed the SEC to require more disclosures by
proxy advisers, including conflicts of interest and their method
for grading company policies such as executive pay.

"They are not at all brokers and they are not quite investment
advisers, so the question is how would you regulate them?" said
David B.H. Martin, a partner at Covington & Burling LLP who led
the SEC's Corporation Finance division from 1999 to 2002, the
report cited.  "The commission has gone about this carefully
because it's not very clear what they would regulate."


* Volcker Rule to Require CEOs Guarantee Compliance
---------------------------------------------------
Scott Patterson, writing for The Wall Street Journal, reported
that the Volcker rule will require bank executives to guarantee
their firms are in compliance with the regulation, said people
familiar with the rule, another setback for Wall Street firms that
lobbied against such a requirement.

According to the report, the inclusion of so-called CEO
attestation is intended to help increase accountability at firms
by ensuring that top executives know what types of trades are
occurring at their firms, these people said.

U.S. Treasury Secretary Jack Lew referenced the need for such
accountability in a speech on Dec. 5, saying the Volcker rule
"puts in place strong compliance requirements that require those
in charge of financial institutions to make sure that the 'tone at
the top' sends the right signal to the whole firm," the report
related.

Regulators are expected to approve the Volcker rule this week,
putting in place a long-awaited provision of the 2010 Dodd-Frank
financial law to prevent banks from engaging in proprietary
trading or making risky bets with their own money, the report
further related.

The Volcker rule didn't include CEO attestation when it was first
proposed in November 2011, disappointing Democrats who had pushed
for the mandate, the report said.


* Volcker Rule Won't Allow Banks to Use "Portfolio Hedging"
-----------------------------------------------------------
Scott Patterson and Justin Baer, writing for The Wall Street
Journal, reported that in a defeat for Wall Street, the "Volcker
rule" won't allow banks to enter trades designed to protect
against losses held in a broad portfolio of assets, according to
people familiar with the rule.

According to the report, the practice, known as portfolio hedging,
has become a focal point of regulators drafting the rule, a
controversial plank of the 2010 Dodd-Frank financial law that
seeks to prevent banks from putting their own capital at risk in
pursuit of trading profits.

The rule, named after former Federal Reserve Chairman Paul
Volcker, is expected to be approved next week, ending a three-year
period of regulatory uncertainty for some of the securities
industry's most-profitable businesses, the report related.  But it
won't contain language permitting portfolio hedging, which has
been "expunged" from earlier drafts of the rule, according to a
person familiar with the matter. Regulators decided to remove
portfolio hedging from the rule after J.P. Morgan Chase & Co.
disclosed billions of dollars in losses from its so-called London
whale trades in 2012.

The bank initially described the trades as a portfolio hedge, the
report said.  Now, it is likely other Wall Street firms also will
end up paying for J.P. Morgan's slip-up. Regulators, in response
to the J.P. Morgan disclosure, pushed to write a rule that would
ensure banks couldn't engage in such trades.

The move will come as a blow to banks, which lobbied regulators to
keep language allowing portfolio hedging in the rule, the report
further related.  Banks often hedge to offset the risks that
accompany trading with clients. Sometimes, though, there is no
perfect counterweight to those clients' trades. Banks look to
portfolio hedging to manage a broader array of risks.


* Leonard Hall Among List of Top Rated Lawyers in Kansas
--------------------------------------------------------
American Registry on Dec. 6 disclosed that Leonard Hall, a Kansas
based lawyer has been named a top attorney in Kansas.

The 2013 list of top rated attorneys in Kansas as published in the
November, 2013 issue of KC Business Magazine includes Leonard Hall
of Olathe, Kansas.  This distinction is given to only a very small
percentage of Olathe's attorneys each year.

Attorneys are only considered for inclusion in the list of top
rated attorneys if they have attained a high degree of peer
recognition and professional achievement across 12 indicators.
Lawyers cannot buy their way onto the list.  The selection
process, recognized as legitimate by bar associations and courts
across the United States, is multi-phased and includes independent
research, peer nominations and peer evaluations.  Only attorneys
who can be retained by the general public are considered.
Honorees are selected annually for each state and practice area.

Leonard Hall commented on the recognition: "Kansas has so many
excellent lawyers, it is an honor to be included in KC Business
Magazine's list of top rated attorneys for 2013.  I am grateful to
my peers for their nomination."

About Leonard Hall: a short profile by and about the honoree:

Leonard Hall's expertise involves several areas of real estate
law: 1) Probate and estate planning; 2) Real estate litigation; 3)
Breach of contracts and formation of contracts; 4) Eminent domain
and condemnation; 5) Zoning and planning; 6) Mortgage foreclosure;
7) Title search/title report; 8) Bankruptcy involving real estate;
and other related areas.   Mr. Leonard has over 30 years of real
estate law experience litigating cases in local district court,
Kansas Courts of Appeal and Kansas Supreme Court.  Mr. Leonard's
office is located in downtown Olathe.

Following the announcement of Leonard Hall's selection for KC
Business Magazine's list of top attorneys in Kansas, American
Registry seconded the honor and added Leonard Hall to The
Registry(TM) of Business Excellence.  American Registry, LLC,
recognizes excellence in top businesses and professionals.


* 9th Cir. Appoints August Landis as Nevada Bankruptcy Judge
------------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge
August B. Landis to a fourteen-year term of office in the District
of Nevada, effective November 27, 2013, (vice Riegle, retired.)

          Honorable August B. Landis
          U.S. Bankruptcy Court
          300 Las Vegas Blvd. South Room 3-220
          Las Vegas, NV 89101

          Telephone: 702-527-7031
          Fax: 702-527-7035

          Jeanann Janisse
          Judicial Assistant

          Jeff Van Niel
          Law Clerk
          Telephone: 702-527-7043

          Andrea Gandara
          Law Clerk
          Telephone: 702-527-7016

          Term expiration: November 26, 2027


* BOND PRICING -- For The Week From Dec. 2 to 6, 2013
-----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AGY Holding Corp        AGYH    11.000    89.625     11/15/2014
Alion Science &
  Technology Corp       ALISCI  10.250    73.045       2/1/2015
B456 Systems Inc        AONE     3.750    65.000      4/15/2016
Bear Stearns Cos
  LLC/The               JPM      3.830    99.875     12/10/2013
Bear Stearns Cos
  LLC/The               JPM      3.330    99.875     12/10/2013
Brookstone Co Inc       BKST    13.000    87.609     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    37.375     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR      5.375   100.000     12/15/2013
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    19.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    14.250      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    19.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Digital River Inc       DRIV     1.250    97.581       1/1/2024
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    10.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    35.762     11/15/2014
GMX Resources Inc       GMXR     9.000     0.500       3/2/2018
HSBC Finance Corp       HSBC     3.490    99.838     12/10/2013
James River Coal Co     JRCC     7.875    27.447       4/1/2019
James River Coal Co     JRCC     4.500    30.000      12/1/2015
James River Coal Co     JRCC     3.125    24.250      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    19.125      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    19.125      8/17/2014
MF Global Holdings Ltd  MF       6.250    45.050       8/8/2016
MF Global Holdings Ltd  MF       1.875    47.250       2/1/2016
MannKind Corp           MNKD     3.750   100.000     12/15/2013
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    14.000       7/1/2036
Patriot Coal Corp       PCX      3.250     1.180      5/31/2013
Platinum Energy
  Solutions Inc         PLATEN  14.250    63.375       3/1/2015
Pulse Electronics Corp  PULS     7.000    74.690     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    35.875      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750     1.000       2/1/2018
School Specialty
  Inc/Old               SCHS     3.750    36.125     11/30/2026
Scotia Pacific Co LLC   MXM      6.550     0.875      1/20/2007
Sorenson
  Communications Inc    SRNCOM  10.500    72.250       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    72.250       2/1/2015
THQ Inc                 THQI     5.000    25.688      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.499      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.050       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     7.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    29.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.875      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.750      11/1/2015
USEC Inc                USU      3.000    22.050      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    28.575       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    36.346       8/1/2016
WCI Communities
  Inc/Old               WCI      4.000     0.500       8/5/2023
Western Express Inc     WSTEXP  12.500    62.250      4/15/2015
Western Express Inc     WSTEXP  12.500    62.250      4/15/2015



                            *********

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/

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 nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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, Ronald C. Sy, 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 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***