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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, January 13, 2014, Vol. 18, No. 12


                            Headlines

ADOBE TRUCKING: 5th Cir. Affirms Pre-Bankruptcy Foreclosure Sale
AGR PREMIER: 3rd Cir. Reverses Contempt Order in Bayer Fraud Suit
ALLEN W. BIRD II: NWFX Judgment Not Dischargeable
ALLENS INC: Retains GA Keen to Market Industrial Properties
ALSOL CORP: In Personam Part of EPA Suit Not Barred by Bankr. Stay

ALVARION LTD: Gets NASDAQ Listing Non-Compliance Notice
AMERICAN EQUITY: A.M. Best Affirms 'bb' Preferred Stock Rating
ANSE INC: Voluntary Chapter 11 Case Summary
ARCAPITA BANK: Appeal on Plan, Final DIP Orders Dismissed as Moot
ATLANTIC EXPRESS: SchoolWheels Signs New Management Services Deal

BARRINGTON SPRING: Case Summary & 20 Largest Unsecured Creditors
BAY AREA FINANCIAL: 5-Member Creditors' Committee Formed
BAY AREA FINANCIAL: Files Schedules of Assets and Liabilities
BAY AREA FINANCIAL: Has Nod to Hire Biggs & Co. as Accountants
BORINQUEN MACARONI: Case Summary & 20 Largest Unsecured Creditors

BREAKERS RESTAURANT: Case Summary & 20 Top Unsecured Creditors
BUFFALO PARK: Bank of NY, Nationstar, JPMorgan Object to Plan
CAESARS ENTERTAINMENT: Bank Debt Trades at 4% Off
CAPITOL BANCORP: Stock Sale Completed
CHOICE PROVIDERS: Case Summary & 20 Largest Unsecured Creditors

CITYWIDE TOWING: Voluntary Chapter 11 Case Summary
CONECTL CORP: Idaho Judge Won't Dismiss Golf Cleat Patent Suit
CONNOLLY LLC: S&P Rates Proposed $320MM Secured Loans 'B'
CONQUEST SANTA FE: Receiver Appointed for Hyatt Place Hotel
CRESCENT RESOURCES: Duke Energy Settles Suit Over Bankruptcy

D&D ASSOC: Ruling in Suit v. North Plainfield Educ Board Affirmed
DEERFIELD RETIREMENT: Case Summary & 20 Top Unsecured Creditors
DETROIT, MI: State of Michigan Joins on Eligibility Appeal
DEWEY & LEBOEUF: Ex-Partners Rip Claims Objections Extension
DICON TECHNOLOGIES: May Avoid $475,000 in Payments to Insider

EDISON MISSION: Has Court's Nod to Hire KPMG LLP as Tax Consultant
EMORY LODGING: Voluntary Chapter 11 Case Summary
EXCEL MARITIME: Court Extends Lien Challenge Period to Feb. 10
EXIDE TECHNOLOGIES: Can Tap Ernst & Young as Tax Services Provider
EXTREME REACH: S&P Raises Rating on 1st Lien Loan to 'BB-'

FAISON HALL: Case Summary & 3 Largest Unsecured Creditors
FIBERTOWER CORP: Multiple Parties Object to Chapter 11 Plan
FOXCO ACQUISITION: S&P Withdraws 'B' Corporate Credit Rating
FRANKLIN PHARMACY: Voluntary Chapter 11 Case Summary
FURNITURE BRANDS: Has Until April 7 to Decide on Unexpired Leases

GARLOCK SEALING: Judge Pegs Mesothelioma Liability at $125 Million
GARLOCK SEALING: EnPro Conference Call Today on Asbestos Ruling
GETTY IMAGES: Bank Debt Trades at 6% Off
GETTY PETROLEUM: McCarter Faces Clawback Suit
GILMAN PAPER: ERISA Rules Don't Protect Plan Sponsor's Creditors

GLOBAL GEOPHYSICAL: S&P Affirms 'CCC+' Corporate Credit Rating
GMG CAPITAL: Wants Plan Filing Extension; Hearing on Jan. 22
GMX RESOURCES: First Amended Plan Supplement Filed
GOLDKING HOLDINGS: Claims Bar Date Set for Feb. 28
GREEN FIELD ENERGY: May Consent to Chap. 11 Examiner Appointment

GREEN GLOBAL: Case Summary & 20 Largest Unsecured Creditors
HOSPITALITY STAFFING: Court OKs Edelman as Communications Provider
HOSPITALITY STAFFING: Court OKs Hiring of Duff & Phelps as Banker
INFUSYSTEM HOLDINGS: To Present at Sidoti Conference Today
JAZZ FINANCING: Moody's Rates New Senior Secured Revolver 'Ba3'

JEFFERSON COUNTY: Moody's Withdraws 'Ca' Rating on Sewer Warrants
JJE & MM GROUP: Voluntary Chapter 11 Case Summary
K-V PHARMACEUTICAL: DC Circ. Revives FDA Enforcement Row
KEYSTONE AUTOMOTIVE: S&P Withdraws 'B' Corporate Credit Rating
KEYWELL LLC: Court Approves Panel's Hiring of Alvarez & Marsal

KEYWELL LLC: Hires Barnes & Thornburg as Environmental Counsel
LEW LLC: Case Summary & 4 Largest Unsecured Creditors
LOEHMANN'S HOLDINGS: 7-Member Creditors' Committee Named
LONE PINE: Canadian Court Approves Restructuring Plan
LOTHIAN OIL: 5th Cir. Rules on Shoshana Trust et al., Appeal

M*MODAL INC: Bank Debt Trades at 14% Off
M&M MARKETING: Transfers to Cronk et al. Not Avoidable
MCGRAW-HILL: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
MEDICAL CLINIC: Case Summary & 8 Largest Unsecured Creditors
MI PUEBLO: Bid to Hire Piper Jaffray Challenged

MILLENNIUM DAY CARE: Bankr. Court May Rule on Wage Claims v. Owner
MONTREAL MAINE: US Trustee Objects to Hiring of Baker Newman
MSR RESORT: District Court Rejects Five Mile's Plan Appeal
N&N CONSTRUCTION: Case Summary & 11 Unsecured Creditors
N770GE LLC: Case Summary & 3 Largest Unsecured Creditors

NAT'L ASSOCIATION OF PEOPLE: AIDS Group in Dispute over Trademark
NGPL PIPECO: Bank Debt Trades at 6% Off
ONDOVA LIMITED: Judge Says Baron Bankruptcy Should Be Dismissed
PARADISE HOSPITALITY: US Trustee Withdraws Dismissal Motion
PETTERS COMPANY: Consents to Polaroid Trustee's Use of Cash

PHARMEDIUM HEALTHCARE: S&P Assigns 'B' Corp. Credit Rating
PHILIP DENNIS KEITH: Court Directs Bank to Turn Over Checks
PROWLER ACQUISITION: S&P Assigns 'B' Corp. Credit Rating
QMX GOLD: To Continue Trading on TSX Until Feb. 10
RACING SERVICES: North Dakota Must Return Money to Bankr. Estate

REVSTONE INDUSTRIES: Suitor Says It Was Shut Out of Auction
ROBERT HALL: Delay in Turning Over Access Doesn't Violate Stay
SAINT CATHERINE HOSPITAL: No Quick Ruling in Avoidance Suit
SECOND CHANCE: Ex-Executives Avert KO Bid in FCA Suit
SHOCKING TECH: IP Assets to Be Sold at Jan. 21 Foreclosure Auction

SOUNDVIEW ELITE: Court Okays CohnReznick as Financial Advisor
SOUNDVIEW ELITE: May Hire Patterson Belknap as Special Counsel
SOUNDVIEW ELITE: Has Court's Nod to Hire Porzio as Counsel
SOUNDVIEW ELITE: Creditors Want Case Dismissal
SOUNDVIEW ELITE: US Trustee, Pasig Want Management Replaced

SPECIALTY PRODUCTS: 3rd Cir. Affirms Ruling in "Anderson" Suit
STEPHEN LAW: SCOTUS to Hear EBG Case on Bankruptcy Lien Today
STEPHEN YELVERTON: Ex-Spouse's Claims Fall Behind Trustee Costs
SUPERIOR NATIONAL: Trust Must Seek Approval of Future Loans
SURGICAL BIOLOGICS: Case Summary & 19 Largest Unsecured Creditors

T-L BRYWOOD: McDowell Rice Okayed as Special Counsel
T-L CONYERS: Court Okays McDowell Rice as Special Counsel
TAMINCO GLOBAL: Moody's Assigns 'B2' Corporate Family Rating
THUNDERVISION LLC: Dist. Court Reinstates Higgins Claims
TLO LLC: Triax Data Wants Court to Reconsider Order Approving Sale

TOWER GROUP: A.M. Best Keeps 'B(Fair)' FSR Under Review
TRACHT GUT: 9th Cir. BAP Upholds Pre-Bankruptcy Tax Sales
TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating
TRYALL OMEGA: Voluntary Chapter 11 Case Summary
VAUGHAN CO: Defendants Denied Leave to Amend Answers to Complaint

VAREL INTERNATIONAL: S&P Puts 'B-' CCR on CreditWatch Positive
VHGI HOLDINGS: Involuntary Chapter 11 Case Summary
VISKASE COS: S&P Rates New $275-Mil. First Lien Loan 'B'
W.R. GRACE: Moody's Assigns 'Ba2' Corporate Family Rating
WEST 380: Court Dismisses Chapter 11 Case

WILD WATERS: Case Summary & Unsecured Creditor
WINDMILL DURANGO: Court Dismisses Chapter 11 Case
YESHIVA UNIVERSITY: Moody's Cuts Rating to B1, Still Under Review
YSC INC: Jan. 31 Hearing on Bank's Bid to Foreclose

* 11th Circ. Rejects Insurer's Cross-Appeal in Row With FDIC
* Ch. 9 Appeals May Open Doors for Distressed Cities
* Fraud Trial Is Key to Mortgage Probe
* Homeowners Pay $31,200 for Contempt in Stay Violation
* Senators Seek Disclosure over Firms' Wrongdoing
* Supreme Court Considers Fourth Bankruptcy Case on Jan. 24

* Moody's Global Spec-Grade Default Rate Ends 2013 at 2.6%
* 9.3 Mil. Residential Properties Deeply Underwater in December
* U.S. Foreclosure Inventory Down 34%, CoreLogic Report Shows

* ABA Provides Bankruptcy Court Data for Executive Benefits Case
* Milbank Elects Six New Members to Partnership
* Fourth Circuit Appoints Paul Black as W.D. Va. Bankruptcy Judge

* BOND PRICING: For Week From Jan. 6 to 10, 2014


                            *********


ADOBE TRUCKING: 5th Cir. Affirms Pre-Bankruptcy Foreclosure Sale
----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed rulings
by the bankruptcy court and district court that validated a pre-
bankruptcy foreclosure sale of the assets of debtor Adobe Trucking
Incorporated, and its affiliate Adobe Drilling Services Limited
initiated by secured lender PNC Bank, National Association.

Adobe Trucking entered into a revolving credit and security
agreement in December 2006 for a $37.5 million, five-year
revolving-credit facility with various financial institutions,
including PNC, which served as the lead bank and agent for all the
lenders.  The available credit was increased to $43 million in
March 2007 and $47.5 million in July 2007.

After continued default by Adobe Trucking, PNC foreclosed in 2009.
An auction in April that year netted only approximately $10
million.

On appeal, Adobe Trucking argued that the bankruptcy court erred
in ruling (1) there was a consummated foreclosure sale; (2) the
parties' agreement was not manifestly unreasonable; (3) PNC's
actions regarding the sale were commercially reasonable; (4) there
was no fraudulent transfer; and (5) PNC owed no fiduciary duty to
Adobe Trucking et al.

The appellate case is, ADOBE TRUCKING, INCORPORATED; ADOBE
DRILLING SERVICES, LIMITED, Appellants, v. PNC BANK, NATIONAL
ASSOCIATION, PAUL FRANK, VICE PRESIDENT; M&I BUSINESS CREDIT, LLC,
CT CORP SYSTEM, SERVICE AGENT; LAND HOLDING, LLC; PAUL FRANK,
Appellees, No. 13-50335 (5th Cir.).

A copy of the Fifth Circuit's Jan. 8, 2014 decision is available
at http://is.gd/7F5n5Gfrom Leagle.com.

The Fifth Circuit panel consists of Circuit Judges Barksdale,
Prado, and Haynes.

                       About Adobe Trucking

Odessa, Texas-based Adobe Trucking, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Texas Case No. 10-70353) on
Nov. 23, 2010.  Wiley France James, III, Esq., at James &
Haugland, P.C., served as the Debtor's bankruptcy counsel.  The
Debtor disclosed $10,339,616 in assets and $9,685,743 in
liabilities.

In June 2011, the Bankruptcy Court denied the request of PNC Bank
N.A., M&I Business Credit LLC, Land Holding LLC, and Paul Frank to
convert the case to one under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Oct. 8, 2012,
Bankruptcy Judge Ronald B. King converted Adobe Trucking's case to
one under Chapter 7 of the Bankruptcy Code, at the behest of the
U.S. Trustee for Region 7.


AGR PREMIER: 3rd Cir. Reverses Contempt Order in Bayer Fraud Suit
-----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit on Jan. 9, 2014,
reversed a decision issued by a district court in a case about
allocating the fallout of fraud.

AGR Premier Consulting fabricated invoices on which both 21st
Capital Corporation and Bayer Business and Technology LLC relied.
21st Capital, serving as a factor, paid AGR for those invoices
fully expecting Bayer to reimburse those payments.  Bayer argues
that it never received any services from AGR in connection with
the fraudulent invoices and therefore owes nothing to 21st
Capital.  21st Capital sees things differently.

21st Capital appeals the decision of the U.S. District Court for
the Western District of Pennsylvania finding it in contempt for
violating a stipulated order.

In reversing the District Court's decision, the Third Circuit
held, "We agree with 21st Capital that, '[f]ar from disobeying a
valid court order,' it 'did exactly what the [s]tipulation
provided: It amended its complaint in the California Action and
pursued the 21st Capital Claim in state court.'  Bayer seems to
think that, if there are no legitimately due invoices from AGR,
then 21st Capital is precluded from pursuing any cause of action
against Bayer that at all relies on 21st Capital's relationship
with Bayer via its relationship with AGR. If that were the case,
however, 21st Capital 'would not have bothered negotiating the
narrow definition of ''Accounts Receivable.''  More to the point,
if 21st Capital had no claim to any damages from Bayer, the
Stipulated Order would not have provided express guidance to 21st
Capital in resuming the California Action, nor would it have
defined the 21st Capital Claim as being separate from the Debtor's
estate. The Order only precludes 21st Capital from pursuing AGR's
"Accounts Receivable," as that term is defined within the
Stipulated Order. The parties even provided a mechanism under
which Bayer is to notify the Court if any additional Accounts
Receivable are "discovered in the course of the California
Action.""

The case is BAYER BUSINESS AND TECHNOLOGY SERVICES f/k/a Bayer
Corporation and Business Services, LLC v. AGR PREMIER CONSULTING,
INC.; 21ST CAPITAL CORPORATION 21ST CAPITAL CORPORATION, Appellant
(In re: AGR PREMIER CONSULTING, INC.), No. 12-4622 (3d. Cir.).

A full-text copy of the Third Circuit's decision penned by Judge
Jordan is available at:

           http://bankrupt.com/misc/AGR3dcir0109.pdf

Martin F. Goldman, Esq., in Encino, California; Ronald B. Roteman,
Esq. -- rroteman@stonecipherlaw.com -- and George T. Snyder, Esq.
-- gsnyder@stonecipherlaw.com -- at Stonecipher Law Firm, in
Pittsburgh, Pennsylvania, argued for Appellant.

William E. Kelleher, Jr., Esq. -- wkelleher@cohenlaw.com -- and
Helen S. Ward, Esq. -- hward@cohenlaw.com -- at Cohen & Grigsby,
in Pittsburgh, Pennsylvania, argued for Appellees.


ALLEN W. BIRD II: NWFX Judgment Not Dischargeable
-------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney ruled that the judgment debt
established by the court in the NWFX Inc. bankruptcy against Allen
W. Bird II for fraud while acting in a fiduciary capacity is not
dischargeable under the Bankruptcy Code.  Accordingly, Judge
Mahoney granted Larry Shaffer's motion for summary judgment and no
trial will be held in the lawsuit, LARRY SHAFFER, Plaintiff, v.
ALLEN W. BIRD II, Defendant, Adv. Proc. No. 4:13-ap-1021 (Bankr.
E.D. Ark.).

Bird served as the Chapter 11 trustee for the NWFX, Inc.,
Northwest Financial Express, Inc., and Gold Financial Express,
Inc., bankruptcy estates.  His handling of the estates was called
into question by NWFX's owner, and the bankruptcy court ultimately
determined that Bird violated his fiduciary duty to the estates
and committed fraud upon the estates and the court by overpaying
himself and his law firm.  A judgment was subsequently entered
against Bird for $199,979 plus interest at the legal rate from
June 22, 2001.

The judgment creditor, Larry Shaffer, eventually instituted
collection proceedings in Arkansas state court, which were stayed
when Bird filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark.
Case No. 12-16634) on November 14, 2012.  Shaffer then filed the
lawsuit to except the debt from discharge under 11 U.S.C. Sections
523(a)(2) and (a)(4), because an individual Chapter 11 debtor may
not discharge a debt that is excepted from discharge under Sec.
523. 11 U.S.C. Sec. 1141(d)(2).  Shaffer moved for summary
judgment on the basis that no genuine issue of material fact
exists to bar entry of judgment as a matter of law.

J. Brad Moore, Esq., and Frederick S. Wetzel, Esq., represent
Bird, and Wendy R. Howerton, Esq., represents Shaffer.

A copy of the Court's Jan. 7, 2014 Order is available at
http://is.gd/p12v4kfrom Leagle.com.


ALLENS INC: Retains GA Keen to Market Industrial Properties
-----------------------------------------------------------
GA Keen Realty Advisors, the real estate division of Great
American Group, Inc., has been retained to market and sell six
industrial properties and vacant land in Arkansas, Louisiana,
Mississippi and Oklahoma.  Allens Inc., a vegetable processor, is
selling these excess non-core assets as part of a Chapter 11
reorganization process.  The letter of intent deadline is February
28, 2014.

"These strategically located properties are available for
immediate occupancy," said GA Keen Realty Advisors Co-President,
Matthew Bordwin.  "The substantial size of the food processing
facilities and warehouses, along with the excess land available in
certain locations, create tremendous investment and/or
redevelopment opportunities."

The properties include:

   -- A 209,963 square-foot food processing plant and industrial
warehouse on 9.49 acres, located at 1208 Virginia St. and 1211
Mary Allen St. in Van Buren, Ark.

   -- A food processing facility with four buildings totaling
210,929 square feet on 32 acres located at 1581 Hwy 114 in
Hessmer, La.

   -- A warehouse facility with four buildings totaling 186,276
square feet on 23.7 acres located at 501 Guidry St. in Lafayette,
La.

   -- A 329,667 square-foot warehouse and distribution facility on
17.34 acres located at 4601 Newlon Road in Fort Smith, Ark.

   -- A 153,090 square-foot food processing facility and warehouse
on 7.64 acres located at 404 Fayetteville Ave. in Alma, Ark.

   -- A 297,625 square-foot warehouse and distribution facility
located at 12 Moorhead-Ittabena Road in Moorhead, Miss.

   -- A single-family residence and agricultural land with 4,788
square feet on 10.76 acres located at 21764 and 21935 Meadow Wood
Dr. in Siloam Springs, Ark.

   -- A 15,000 square-foot metal warehouse located at 119-120 W.
Cherry St. in Westville, Okla.

   -- Sixteen acres of vacant land in Delaware County, Okla.

   -- Four acres of vacant land located at 116 Main Lowell in
Washington, Ark.

   -- Eighty acres of vacant land in Van Buren, Ark.

Allens filed for Chapter 11 in October 2013. The excess properties
can be sold individually or as a package. Offers are now being
considered.

For more information about the properties, contact Matthew Bordwin
at 646-381-9222 or at mbordwin@greatamerican.com

For more information about Great American Group, visit
http://www.greatamerican.com

                         About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy
(Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to
sell some divisions or reorganize as a new company.

The Debtors are represented in the case by Stan D. Smith, Esq.,
Lance R. Miller, Esq., and Chris A. McNulty, Esq., at Mitchell,
Williams, Selig, Gates & Woodyard, P.L.L.C., in Little Rock,
Arkansas; and Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and
Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in New York.

Jonathan Hickman of Alvarez & Marsal North America, LLC, serves as
the Debtors' chief restructuring officer.  Cary Daniel, Nick
Campbell and Markus Lahrkamp of A&M serve as assistant CROs.
Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as
investment bankers, while GA Keen Realty Advisors, LLC, serves as
real estate advisor to the Debtors.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Cooley LLP's Cathy Hershcopf, Esq., and
Jeffrey L. Cohen, Esq.


ALSOL CORP: In Personam Part of EPA Suit Not Barred by Bankr. Stay
------------------------------------------------------------------
New Jersey District Judge Katharine S. Hayden granted two
contested motions in the case, UNITED STATES OF AMERICA,
Plaintiff, v. ALSOL CORPORATION; SB BUILDING ASSOCIATES, LIMITED
PARTNERSHIP; SB BUILDING GP, L.L.C.; UNITED STATES LAND RESOURCES,
L.P.; UNITED STATES REALTY RESOURCES, INC.; LAWRENCE S. BERGER;
3.60 ACRES OF LAND Defendants, Civil No. 13-0380 (KSH)(D.N.J.).

In one motion, the United States of America requests an order
declaring that the in personam portion of its present lawsuit
against certain of the defendants is not subject to the "automatic
stay" provision of the United States Bankruptcy Code.  In the
other, the defendants seek to overturn the default earlier entered
against them.

In January 2013, the government filed suit against defendants
Alsol; SB-LP; SB-GP; Land Resources; Realty Resources; Lawrence S.
Berger; and a piece of property -- "3.60 Acres of Land, more or
less" -- in Middlesex County. The gist of the suit, brought under
the Comprehensive Environmental Response, Compensation, and
Liability Act (CERCLA), is that the defendants -- interconnected
or alter-ego corporations that share Berger as a decision-maker or
partner -- owe millions of dollars to the Environmental Protection
Agency for hazards at the Middlesex property, which required the
EPA to undertake "response" actions as defined by 42 U.S.C. Sec.
9601(25).  The property, which the complaint divides into separate
"Sites," is "part of the former Michelin Tire industrial
facility."

In an opinion dated Jan. 2, 2014, available at http://is.gd/zwYRly
from Leagle.com, Judge Hayden ruled that the automatic bankruptcy
stay does not bar the government's suit.  Judge Hayden also
vacated the default against the defendants, with specific
conditions. The default is not yet cured because the defendants
have failed to attach or otherwise file a proposed answer.  By
accompanying order, the defendants are required to submit their
proposed answer within 10 days of the entry of the order
accompanying the Court's opinion. In the event they fail to do so,
the government may request that default be reinstated as to the
named defendants and move for default judgment pursuant to Fed. R.
Civ. P. 55.

Morristown, New Jersey-based Alsol Corporation filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.
Case No. 13-12689) on Feb. 11, 2013.  The case is assigned to
Judge Rosemary Gambardella.  Alsol's petition disclosed $1 million
to $10 million in assets and liabilities.  The Debtor is
represented by Morris S. Bauer, Esq. -- msbauer@nmmlaw.com -- at
Norris McLaughlin & Marcus, in Bridgewater, New Jersey.


ALVARION LTD: Gets NASDAQ Listing Non-Compliance Notice
-------------------------------------------------------
Alvarion Ltd. (in interim liquidation and receivership) on Jan. 9
disclosed that it has received notice from the Listing
Qualifications Staff of The NASDAQ Stock Market LLC indicating
that the Company's failure to solicit proxies and to hold an
annual meeting of shareholders for fiscal year 2013, as required
by NASDAQ Listing Rules 5620(a) and 5620(b), and its failure to
file a Form 6-K containing interim financial statements for the
period ended June 30, 2013, as required by NASDAQ Listing Rule
5250(c)(2), may serve as additional bases for the delisting of the
Company's securities from NASDAQ.  The Company has been provided
with the opportunity to present its plan to evidence compliance
with those requirements for review by the NASDAQ Listing
Qualifications Panel and intends to timely do so.

The Panel previously granted the Company's request for continued
listing on The NASDAQ Capital Market through January 13, 2014.  In
order to remain listed on NASDAQ, on or before January 13, 2014,
the Company must emerge from bankruptcy proceedings in Israel and
demonstrate compliance with all applicable requirements for
initial listing on The NASDAQ Capital Market, including evidencing
a stock price of at least $3.00 per share.  In the event the
Company does not satisfy the terms of the Panel's decision by
January 13, 2014, the Panel is expected to issue a determination
to delist the Company's shares from NASDAQ.

In addition, the Company has been previously notified by NASDAQ
that its closing bid price has been less than $1.00 per ordinary
share for 30 consecutive business days and that it therefore does
not satisfy NASDAQ's minimum bid requirement of $1.00 per share
necessary for continued listing on The NASDAQ Capital Market.


AMERICAN EQUITY: A.M. Best Affirms 'bb' Preferred Stock Rating
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of A-
(Excellent) and issuer credit ratings of "a-" of American Equity
Investment Life Insurance Company (AEILIC) and its subsidiaries,
American Equity Investment Life Insurance Company of New York
(Lake Success, NY) and Eagle Life Insurance Company.

Concurrently, A.M. Best has affirmed the ICR of "bbb-" and the
debt ratings of AEILIC's parent, American Equity Investment Life
Holding Company (AEL) [NYSE:AEL].  Additionally, A.M. Best has
affirmed the indicative ratings under the shelf registration of
AEL and American Equity Capital Trust V and VI.  The outlook for
all ratings is stable.  All companies are domiciled in West Des
Moines, IA, unless otherwise specified.

The ratings reflect AEL's formidable market position and long
track record in the fixed indexed annuity marketplace,
consistently favorable premiums and earnings results, adequate
risk-adjusted capitalization, good asset liability management and
effective hedge programs to support its fixed indexed annuity
business.

Partially offsetting these positive rating factors are the
organization's relatively mono-line business profile, high level
of intangible assets to equity (as a result of continuing growth
from its fixed indexed annuities), somewhat high exposure to
structured mortgage-backed securities and commercial mortgage
loans relative to capital and surplus as well as the increased
financial leverage ratios due to a recent additional debt
issuance.  A.M. Best notes that while elevated, the financial
leverage ratios are within the guidelines for the current ratings
and may be reduced as certain debts are redeemed going forward.

The ratings for AEL and its subsidiaries are well positioned at
their current level. Factors that could result in negative rating
actions include unfavorable trends in revenue and interest rate
spreads, which could negatively impact earnings relative to A.M.
Best's expectations, continued increases in intangible assets
relative to total equity as well as a material decline in risk-
adjusted capitalization compared to its historical trends.

The following debt ratings have been affirmed:

American Equity Investment Life Holding Company

-- "bbb-" on $200 million 3.5% senior unsecured convertible
    notes, due 2015 ($192.0 million outstanding)

-- "bbb-" on $116 million 5.25% senior unsecured convertible
    notes, due 2029 ($68.4 million outstanding)

-- "bbb-" on $400 million 6.625% senior unsecured notes, due 2021
    ($400 million outstanding)

The following indicative ratings under the shelf registration have
been affirmed:

American Equity Investment Life Holding Company

-- "bbb-" on senior unsecured debt
-- "bb+" on subordinated debt
-- "bb" on preferred stock

American Equity Capital Trust V and VI

-- "bb" on trust preferred securities


ANSE INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Anse, Inc.
           aka Arizona State Plastering
           aka Nevada State Plastering
        6303 E. Tanque Verde, Suite 210
        Tucson, AZ 85715-3859

Case No.: 14-00348

Chapter 11 Petition Date: January 10, 2014

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Scott D. Gibson, Esq.
                  LAW OFFICE OF SCOTT D. GIBSON, PLLC
                  6303 E Tanque Verde Road, Suite 210
                  Tucson, AZ 85715
                  Tel: 520-784-2600
                  Fax: 520-323-4613
                  Email: ECF@SDGLAW.NET

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Walter Schuster, president.

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


ARCAPITA BANK: Appeal on Plan, Final DIP Orders Dismissed as Moot
-----------------------------------------------------------------
District Judge Shira A. Scheindlin dismissed appeals taken by
Captain Hani Alsohaibi from two orders of the Bankruptcy Court (1)
granting final approval to the replacement debtor-in-possession
financing and (2) confirming the reorganization plan of Arcapita
Bank B.S.C.(c).

"Because the Plan has become effective, and there has been a
comprehensive change in circumstances, I conclude that both
appeals must be dismissed on equitable mootness grounds," Judge
Scheindlin said.  "Accordingly, I will not address the merits of
these appeals."

In June 2013, the Debtors obtained a commitment from Goldman Sachs
International to provide $350 million in replacement DIP financing
-- $175 million of the amount was earmarked to repay the $150
million DIP loan from Fortress and to fund the Debtors' operations
until the effective date of the Plan.  The remainder was directed
to funding the Plan, including payment of Standard Chartered
Bank's $96.6 million secured claim.

Also in June 2013, the Debtors won confirmation of their Plan,
which consists of subplans for each of the Debtors and provides a
highly complex framework for the orderly wind-down of their
business operations. Among scores of other transactions, the Plan
contemplated (1) the transfer of the Debtors' property to
reorganized debtors and 19 new holding companies; (2) numerous
settlements, including with SCB, which had threatened to block
confirmation; (3) entry into the exit financing; and (4) the
issuance of $550 million in "sukuk" certificates by one of the new
holding companies.

Hani Alsohaibi filed a claim for $1.53 million, which was reduced
by the Bankruptcy Court to $149 in November 2013.

The appellate case is CAPTAIN HANI ALSOHAIBI Appellant, v.
ARCAPITA BANK B.S.C.(c), et al., Appellees, No. 13 Civ. 5755
(SAS), No. 13 Civ. 5756 (SAS)(S.D.N.Y.).  A copy of the Court's
January 6, 2014 Opinion and Order is available at
http://is.gd/bR6art from Leagle.com.

Captain Hani Alsohaibi is represented by Tally M. Wiener, Esq., at
Law Office of Tally M. Wiener, Esq., in New York.

Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in Washington, DC; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq.,
and Anne Knight, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, represent Arcapita et al. in the appeal.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ATLANTIC EXPRESS: SchoolWheels Signs New Management Services Deal
-----------------------------------------------------------------
SchoolWheels Direct, Inc., a subsidiary of Student Transportation
Inc. on Jan. 9 disclosed that it has entered into a Management
Services Agreement with Atlantic Express Transportation Group to
manage the company's California operations beginning January 10,
2014.  SWD will provide all the management and other necessary
services to maintain the company's existing school transportation
business in California.  AE operates 425 school vehicles with
annualized revenues of over $25 million and has significant school
transportation contracts and operations with the Los Angeles
Unified School District and the Long Beach Unified School District
as well as many private and Charter Schools throughout Southern
California.  STI's subsidiary, Student Transportation of America,
has been providing school transportation throughout California
since 1997 and has been servicing LAUSD for the past four years.

Atlantic Express' parent company recently sought protection under
the federal bankruptcy protection rules due primarily from its
unprofitable New York City Public Schools contract and a failure
to reach an agreement with the company's Union there.  The
Management Services Agreement with SWD has been approved by the
Bankruptcy Court for the Southern District of New York and AE's
debtors who are selling various assets in several states.  SWD
will manage only the California operations of AE and will receive
a management fee through the operations of that business until
such time an Asset Purchase Agreement is closed.  The Asset
Purchase Agreement has also been approved by the court whereby STA
may purchase the California assets of AE, including vehicles and
school contracts, contingent on the receipt of various school
district consents and the conclusion of final negotiations between
the AE debtors and other creditors allowing for the free and clear
transfer of the vehicles to STA.

"Atlantic Express has a very good service reputation in California
and we are pleased that our company, SchoolWheels Direct, Inc.,
has been chosen by the court and the debtors to operate and manage
the California business until such time negotiations are final on
the purchase of the vehicles and suitable arrangements for a
seamless transition can take place," said Denis Gallagher, CEO of
STI.  "We would hope to transfer the business to our local
operating subsidiary by the end of March however it could be much
sooner.  Our SchoolWheels Direct business has been growing in many
states with various transportation and management services
contracts.  Our history and expertise in the industry is what the
court and Atlantic Express' debtors were seeking to ensure
customers and employees there would be continuity in service
without disruption."

            About Atlantic Express Transportation Corp

Founded in 1964, Atlantic Express --
http://www.atlanticexpress.com-- is the fourth-largest school bus
corporation and the largest American-owned pupil transportation
operation.  The company employs more than 5,800 professionals who
work throughout the nation transporting children in over 100
school districts.

As reported by the Troubled Company Reporter on November 6, 2013,
Atlantic Express Transportation Corp., one of the largest school
bus transportation service providers in North America with leading
operations in New York, Massachusetts, California and
Pennsylvania, on Nov. 4 disclosed that the Company and its
subsidiaries have filed voluntary petitions for debt relief under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  During
the Chapter 11 process, the company will continue normal
operations and remain committed to providing its customers and
passengers with safe, reliable and timely student and commuter
transportation service.  Atlantic Express intends to use the
Chapter 11 process to explore the availability of additional debt
or equity financing, market its assets for sale and continue its
challenging labor negotiations for a new collective bargaining
agreement with Local 1181-1061, Amalgamated Transit Union, AFL-
CIO.


BARRINGTON SPRING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Barrington Spring House, LLC
           dba Riverside Park Apartments
        4346 Riverside Drive, Suite D1
        Dayton, OH 45405

Case No.: 14-30054

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Hon. Lawrence S. Walter

Debtor's Counsel: James A Coutinho, Esq.
                  STRIP HOPPERS LEITHART MCGRATH &
                    TERLECKY CO., LPA
                  575 South Third Street
                  Columbus, OH 43215
                  Tel: 614-228-6345
                  Fax: 614-228-6369
                  Email: jac@columbuslawyer.net

                     - and -

                  Myron N Terlecky, Esq.
                  STRIP HOPPERS LEITHART MCGRATH &
                    TERLECKY CO., LPA
                  575 S Third St
                  Columbus, OH 43215
                  Tel: (614) 228-6345
                  Email: mnt@columbuslawyer.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Geoffrey W. Edelsten, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb14-30054.pdf


BAY AREA FINANCIAL: 5-Member Creditors' Committee Formed
--------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed five members
to the Official Committee of Unsecured Creditors in the bankruptcy
case of Bay Area Financial Corp.

The Committee members are:

      1. Juliana Westervelt
         5422 Heron Bay
         Long Beach, CA 90803
         Tel: (562) 243-1286

      2. James Malkmus, Trustee
         William H. Malkmus Revocable Trust
         1545 Viking Way
         Solvang, CA 93463
         Tel: (805) 252-5667

      3. Todd Fiorentino, Trustee
         Valerie Cantwell Life Insurance Trust dated 2/3/2011
         24006 Convasback Circle
         Laguna Niguel, CA 92677
         Tel: (262) 306-8646
         Fax: (262) 353-3352

      4. Arthur M. Beavens and Grace Beavens, Trustee
         Beavens Living Trust dated 8/21/1991
         612 15th Street
         Manhattan Beach, CA 90266
         Tel: (310) 466-1974

     5. Mary Kravitsky, Trustee
        Kravitsky Family Trust
        11323 Stevens Avenue
        Culver City, CA 90230
        Tel: (310) 745-8745

                     About Bay Area Financial

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

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

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

In its schedules, the Debtor disclosed $15,248,851 in total assets
and $21,239,663 in total liabilities.


BAY AREA FINANCIAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Bay Area Financial Corp. has filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,630,000
  B. Personal Property            $9,618,851
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $370,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $20,869,663
                                 ------------     ------------
        TOTAL                     $15,248,851      $21,239,663

A copy of the schedules is available for free at:

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

                     About Bay Area Financial

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

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

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


BAY AREA FINANCIAL: Has Nod to Hire Biggs & Co. as Accountants
--------------------------------------------------------------
Bay Area Financial Corp. obtained permission from the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, to employ Biggs & Co. as accountants to, among
other things, review, assist in preparation and prepare sales tax
returns, payroll tax returns, information tax returns, U.S.
Trustee reports and other accounting reports and tax returns as
may be required and necessary.

As reported by the Troubled Company Reporter on Dec. 17, 2013,
Biggs will be paid based on its normal and usual hourly billing
rates.  Immediately prior to the Petition Date, the Debtor paid
Biggs $20,000 to be applied to its December 2013 prepetition
accounting and consultation fees.

                     About Bay Area Financial

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

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

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


BORINQUEN MACARONI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Borinquen Macaroni, Corp.
        LLuneras Ward
        Carr. 376 KM 0.1
        Calle Antonio Rodriguez Menendez
        Yauco, PR 00698

Case No.: 14-00093

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Judge: Hon. Edward A Godoy

Debtor's Counsel: Carmen D Conde Torres, Esq.
                  C. CONDE & ASSOC
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: 787-729-2900
                  Fax: 787-729-2203
                  Email: notices@condelaw.com

Total Assets: $3.40 million

Total Liabilities: $1.39 million

The petition was signed by Antonio Rodriguez Zamora, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-93.pdf


BREAKERS RESTAURANT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Breakers Restaurant, LLC
           dba Portofino Restaurant
        3415 Kentia Palm Ct.
        North Port, FL 34288

Case No.: 14-00246

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, & ASSOCIATES PA
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: 941-365-4055
                  Fax: 941-365-4219
                  Email: rjc@rjcolelaw.com

Total Assets: $2.38 million

Total Liabilities: $1.57 million

The petition was signed by Abraham Al-Arnasi, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-246.pdf


BUFFALO PARK: Bank of NY, Nationstar, JPMorgan Object to Plan
-------------------------------------------------------------
The Bank of New York Mellon, Nationstar Mortgage, LLC, and
JPMorgan Chase Bank, National Association, filed objections to the
confirmation of Buffalo Park Development Properties Inc's proposed
amended plan of reorganization dated Oct. 15, 2013.

Bank of New York said in its Dec. 19, 2013 court filing that
debtors Ronald P. Lewis and Carol J. Lewis purchased property at
12833 South Elk Creek Road which is encumbered by Bank of New
York's note and deed trust.  The debtors borrowed $825,000 from
the creditor to fund the purchase price of the property.  The
original terms of the note include an adjustable rate of 6.125%
and a 30-year term.  Bank of New York claims that the Debtor's
Plan doesn't properly provide for the payment in full of the
creditor's $875,427.66 secured claim nor does it specify the
treatment of escrow payments.

The debtors, allegedly the owners of the real property known as
26624 North Turkey Creek Road, executed in May 2007 a note in the
original principal amount of $760,000 and payable to Lehman
Brothers Bank, FSB, its transferees, successors, and assigns.  In
that same month, the debtors executed a deed of trust encumbering
the property for the benefit of Mortgage Electronic Registration
Systems, Inc., acting solely as nominee for Lehman Brothers Bank,
its transferees, successors, and assigns, to secure repayment of
the note.  Nationstar Mortgage is the current holder of the note
and beneficiary of the deed of trust and has filed a proof of
claim on April 30, 2012.

Nationstar Mortgage said in its Dec. 18, 2013 court filing that it
objects to the proposed modification of the interest rate of the
note to anything less than market rate for a bankruptcy debtor.
The original terms of the note include a rate of 6.5%, as adjusted
monthly starting May 2017.  The original terms of the note further
provided for a maturity date of May 1, 2037.

The debtors -- the owners of the real property known as 6986 Lynx
Lair Drive -- executed in July 2006 a note in the original
principal amount of $381,000 and payable to Washington Mutual
Bank, FA, its transferees, successors, and assigns.  In that same
month, the Debtors executed a deed of trust encumbering the
property for the benefit of Washington Mutual, its transferees,
successors, and assigns, to secure repayment of the note.
JPMorgan Chase is the current holder of the note and beneficiary
of the deed and has filed a proof of claim on Aug. 20, 2012.  The
original terms of the note include a rate of 7.30%.  The original
terms of the note further provided for a maturity date of Aug. 1,
2036.

JPMorgan Chase said in a court filing dated Dec. 18, 2013, that it
objects to the valuation of the Lynx Lair Drive property at
$359,741 and the proposed cram-down of the creditor's lien to that
value.  JPMorgan Chase has obtained an appraisal dated Nov. 4,
2013, of the property showing a property value of "$389,00".
JPMorgan Chase maintains that the value of the property is at
least "$389,000".

According to Nationstar Mortgage and JPMorgan Chase, the Plan
proposed that:

      (a) Nationstar Mortgage: (i) claim will be limited to the
          Debtor's unsupported valuation of the collateral in the
          amount of $457,207; (ii) the interest rate will be
          reduced to 3.5% fixed; and (iii) the term will be
          extended to a maturity date of approximately December
          2043; and

      (b) JPMorgan Chase: (i) claim will be limited to the
          Debtor's unsupported valuation of the collateral in the
          amount of $359,741; (ii) the interest rate will be
          reduced to 3.5% fixed; and (iii) the term will be
          extended to a maturity date of approximately December
          2043.

Nationstar Mortgage and JPMorgan Chase said in their filings that
the Plan will need to address postpetition advances made by the
creditor since the bankruptcy was filed but have not been paid by
the Debtors.

Bank of New York is represented by:

      The Castle Law Group, LLC
      Deanna L. Westfall, Esq.
      Britney Beall-Eder, Esq.
      999 18th Street, Suite 2201
      Denver, CO 80202
      Tel: (303) 865-1439 (Deanna L. Westfall)
      Fax: (303) 865-1410
      E-mail: dwestfall@cmsatty.com

Both Nationstar Mortgage and JPMorgan Chase are represented by:

      Aronowitz & Mecklenburg, LLP
      Catherine A. Hildreth, Esq.
      1199 Bannock Street
      Denver, Colorado 80204
      Tel: (303) 813-1177
      Fax: (303) 813-1107
      E-mail: CatherineH@amlawco.com

          About Buffalo Park Development Properties

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. Judge Elizabeth E. Brown
presides over the case.

Formed in 1964, Buffalo Park is a real estate development,
construction, management and sales business.  It has developed and
sold numerous subdivisions and currently has several land
developments in progress. Buffalo Park owns and operates community
water companies that require a licensed water works operator and
owns a commercial business center.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
filed for protection under Chapter 11 of the Bankruptcy Code on
March 21, 2012.  The Lewises have been investing in, developing
and managing real property for over 60 years.

The Bankruptcy Court granted joint administration of the two
estates on July 18, 2013.


CAESARS ENTERTAINMENT: Bank Debt Trades at 4% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
96.48 cents-on-the-dollar during the week ended Friday, Jan. 10,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.17 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.


CAPITOL BANCORP: Stock Sale Completed
-------------------------------------
BankruptcyData reported that according to documents filed with the
SEC, Capitol Bancorp and Financial Commerce Corporation completed
the sale, assignment and transfer of all of the issued and
outstanding shares of common stock in subsidiary banks Michigan
Commerce Bank, Indiana Community Bank, Bank of Las Vegas and
Sunrise Bank of Albuquerque as well as all bank related contracts;
all right, title and interest to any proceeds received or to be
received after December 31, 2012 related to any such contract; all
of the trademarks and service marks registered to Capitol and
certain other assets of Capitol and FCC.

Talmer Bancorp is the purchaser with a cash purchase price of
$4 million.  In addition, Talmer Bancorp will make an equity
contribution in the amount of up to $90 million and pay
$2.5 million of certain postpetition administrative fees and
expenses incurred in the bankruptcy cases.

Capital Bancorp announced that the share of its common stock to
Talmer Bancorp closed on Jan. 1, 2014.

                     About Capitol Bancorp

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

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

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

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

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

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


CHOICE PROVIDERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Choice Providers Medical Group APC
        11631 Victory Blvd., Suite 101
        North Hollywood, CA 91606

Case No.: 14-10136

Chapter 11 Petition Date: January 9, 2014

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

Judge: Hon. Maureen Tighe

Debtor's Counsel: Tamar Terzian, Esq.
                  TERZIAN LAW GROUP
                  315 W Arden Ave Suite 28
                  Glendale, CA 91203
                  Tel: 818-242-1100
                  Fax: 818-242-1012
                  Email: terzian@kingobk.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Meyer Koshak, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-10136.pdf


CITYWIDE TOWING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Citywide Towing and Auto Repair Services LLC
           dba NYC Tire and Auto Care
        514 West 39th St.
        New York, NY 10018

Case No.: 14-10022

Chapter 11 Petition Date: January 9, 2014

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

Judge: Hon. Allan L. Gropper

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG, MUSSO & WEINER, LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  Email: rmwlaw@att.net

Total Assets: $555,700

Total Debts: $1.51 million

The petition was signed by Ditza Shalem, managing member.

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


CONECTL CORP: Idaho Judge Won't Dismiss Golf Cleat Patent Suit
--------------------------------------------------------------
Idaho District Judge Edward J. Lodge denied the request of
defendants to dismiss the lawsuit over the ownership of golf cleat
patents invented by Faris McMullin.

The case is, MAURICE BAILEY, Plaintiff, v. PRIDE MANUFACTURING
COMPANY, LLC, a limited liability company organized under the laws
of Wisconsin; SOFTSPIKES, LLC, a limited liability AND ORDER
company organized under the laws of Delaware; MCMULLIN
LABORATORIES, INC, d/b/a MCMULLIN LABS, an administratively
dissolved corporation organized under the laws of Idaho; MICHAEL
J. MCDONAGH, as statutory trustee for MCMULLIN LABORATORIES, INC;
FARIS W. MCMULLIN, an individual; INOVIN, INC., an
administratively dissolved corporation organized under the laws of
Idaho; JAMISON ROSS SPENCER, an individual; JAMES MCMULLIN, an
individual; CADWELL THERAPEUTICS, INC., a corporation organized
under the laws of Wyoming; WAYNE H. JONES, an individual; NEW
PHASE DEVELOPMENT, LLC, a limited liability company organized
under the laws of Idaho; DUANE M. JOHNSON, an individual; and
other as yet unknown John or Jane Does or unknown entities;
Defendants, Case No. 1:13-cv-00051-EJL (D. Idaho).  A copy of the
Court's Jan. 7, 2014 Memorandum Decision and Order is available at
http://is.gd/TChQkPfrom Leagle.com.

The lawsuit is related to the bankruptcy proceedings of ConectL
Corporation.  On January 31, 2007, ConectL filed a Chapter 11
Bankruptcy Petition (Case No. 07-00137-JDP), listing under
$1 million in both assets and liabilities.  The case was later
converted to a Chapter 7 (Case No. 09-06008-JDP) and a Trustee,
Gary L. Rainsdon, was appointed.

On January 26, 2009, the Chapter 7 Trustee filed an Adversary
Proceeding Complaint against various defendants in that action
including Mr. McMullin and three companies in which he was a
majority equity owner: Anestel Corporation, formerly known as
ConectL Test Corporation; Inovin, Inc., formerly known as Exact
Research, Inc.; and R-Tech Corporation.  The Trustee's Complaint
requested the turning over of certain documents, avoidance of
fraudulent transfers, quiet title, and avoidance of preferences
against the defendants as to 16 specific patents and various
trademarks.

On Oct. 25, 2009, an Amended Default Judgment was entered against
all defendants in the Adversary Proceeding which quieted title to
patents and trademarks as specifically identified therein as well
as avoidance of any and all claims of interest or ownership in and
to patents, royalties, foreign patents, copyrights, trademarks,
and license agreements by the listed corporations to those listed
patents and trademarks.  The Amended Default Judgment placed
ownership of those properties in the ConectL bankruptcy estate.
On April 22, 2010, the Trustee assigned to Mr. Bailey all of the
patents and judgments held by the bankruptcy estate of ConectL
including those contained in the Amended Default Judgment.

Mr. Bailey filed an Adversary Proceeding in the United States
Bankruptcy Court in Idaho (Case No. 12-06020-JDP) against the
Defendants claiming the property at issue is owned by Mr. Bailey
pursuant to the Amended Default Judgment. The Bankruptcy Court
concluded that it lacked subject matter jurisdiction and the case
was dismissed.  Mr. Bailey then filed his Complaint in this matter
pursuant to the Declaratory Judgment Act, 28 U.S.C. Sections 2201-
2202 and Title 11 of the Bankruptcy Code raising the same claim.

Pride Manufacturing Company, LLC and Softspikes, LLC manufacture
golf equipment, including golf cleats that Mr. McMullin invented.
The Pride Defendants argue the golf cleats invented by Mr.
McMullin were invented independent from his work for ConectL and
the patents are separate and apart from those that are the subject
of the Amended Default Judgment in the ConectL bankruptcy.
Essentially, that the golf cleat patents are not a part of the
ConectL bankruptcy estate.

The Pride Defendants filed the Motion to Dismiss.


CONNOLLY LLC: S&P Rates Proposed $320MM Secured Loans 'B'
---------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B'
secured debt rating on Wilton, Conn.-based Connolly LLC and Rhea
Holding Inc.'s proposed $320 million secured term loan B credit
facility due 2021 and $30 million secured revolving credit
facility due 2019.  The recovery rating for the proposed credit
facilities is '3', which indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of a default.  The 'B'
corporate credit rating on Connolly remains unchanged.  The
outlook is stable.

S&P expects proceeds from the proposed term loan B together with
cash on hand to fully repay balances under its existing
$240 million first lien term loan and $130 million second lien
term loan; S&P will withdraw its ratings on these term loans upon
completion of the transaction.  S&P estimates pro forma debt-to-
EBITDA leverage will decline to the low-4x area from the mid 4x
area for the 12 months ended Sept. 30, 2013.  Pro forma for the
proposed transaction, total reported debt outstanding will be
approximately $320 million.

S&P's ratings on Connolly reflect its assessment that the
company's financial risk profile has improved, with leverage
declining as a result of EBITDA growth and lower debt levels
following completion of the proposed transaction.  Though S&P
believes leverage could rise modestly to the mid-4x level for 2014
as a result of a possible decline in revenues from possible
changes to the company's substantial government Recovery Audit
Contractor (RAC) contract, S&P expects credit measures to remain
in line with its "aggressive" financial risk policy.

S&P has also revised its assessment of the company's business risk
profile to "vulnerable" from "weak", reflecting its view that the
company's profitability could remain volatile, particularly given
the early 2014 expiration of its substantial RAC contract.  In
addition, the company's continues to operate within a narrow
business niche, with revenue generation dependent on contract
renewals and favorable fee negotiation in a competitive landscape.

RATINGS LIST

Connolly LLC
Corporate credit rating                 B/Stable/--

Ratings Assigned

Connolly LLC
Rhea Holding Inc.
Senior secured
  $320 mil. term loan B due 2021         B
   Recovery rating                       3
  $30 mil. revolver due 2019             B
   Recovery rating                       3


CONQUEST SANTA FE: Receiver Appointed for Hyatt Place Hotel
-----------------------------------------------------------
Magistrate Judge Karen B. Molzen in New Mexico entered a
stipulated order between BRE-1, Inc., and Conquest Santa Fe LLC,
appointing The RIM Corporation as receiver for the Hyatt Place
Hotel, owned by Conquest Santa Fe.  The property is located at
4320 Cerrillos Rd., Santa Fe, New Mexico 87505.

According to the Stipulation, on March 13, 2012, LPP Mortgage
Ltd., filed a Complaint for Collection of Note, Enforcement of
Guaranties, Foreclosure of Deed of Trust and Appointment of
Receiver.  BRE-1, Inc. substituted for LPP as plaintiff and is now
the Plaintiff and real party in interest.  The Plaintiff is the
holder of a promissory note dated October 10, 2008, executed and
delivered by Conquest Santa Fe in the original principal amount of
$9,585,824.  The Note matured on April 10, 2010 and is in payment
default.

The Receiver is authorized to retain consultants, brokers,
professionals, independent contractors, and any other personnel or
employees, which the Receiver deems necessary to assist him in the
discharge of his duties, including without limitation, Byron
Chapman, Kim Davis and Kyle Shepardson of The Rim Corporation, who
shall be authorized to act on behalf of the Receiver as the
Receiver's authorized representative.

The Receiver may charge for his services a receivership fee of
$2,000 per month.  The Receiver shall use primarily the services
of his affiliated management company, Independent Hotels LLC, a
wholly-owned subsidiary of The Rim Corporation, to manage the
Property.

The Receiver, among others, is authorized to place the Property
for sale on the market, retain any reputable hotel broker or
advertisers or obtain a marketing analysis in connection
therewith, and undertake any and all other duties associated with
selling the Property.

No bond is required from the receiver.

The case is, BRE-1, INC. a Texas corporation, Plaintiff, v.
CONQUEST SANTA FE LLC, BRANDE EIGEN, THE ESTATE OF MORRIS
EIGEN/BRANDE EIGEN AS PERSONAL REPRESENTATIVE, AMERICAN
CONSTRUCTION CORP., BLUELINE CONSTRUCTION, INC., VIF DRYWALL,
INC., KIMCON, INC., ROADRUNNER REDI-MIX, INC., KENYON PLASTERING,
INC., GRAHAM MECHANICAL, INC., TRI STATE MUSIC & VIDEO LLC, THE
RIM CORPORATION, and BRE-2, INC., Defendants, Case No.12-cv-00260
MV/KBM (D.N.M.).  A copy of the January 7, 2014 Stipulated Order
is available at http://is.gd/MBp0Myfrom Leagle.com.

BRE-1 Inc. is represented by:

     Thomas D. Walker, Esq.
     Samuel I. Roybal, Esq.
     WALKER & ASSOCIATES, P.C.
     500 Marquette Avenue, Northwest, Suite 650
     Albuquerque, NM 87102
     Tel: (505) 766-9272

Conquest Santa Fe LLC is represented by:

     Donald Walcott, Esq.
     Charles Henry, Esq.
     WALCOTT LAW FIRM, P.C.
     200 W Marcy St, Ste 142
     Santa Fe, NM 87501
     Tel: 505-982-9559
     Fax: 505-982-1199

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, on Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Lowell E.
Rothschild, Esq., Scott H. Gan, Esq., and Frederick J. Petersen,
Esq., at Mesch, Clark & Rothschild, P.C., in Tucson, Arizona,
serve as counsel to the Debtor.

The Debtor owns and operates the 92-room Hyatt Place Hotel on
Cerillos Road in Santa Fe, New Mexico, which opened for business
on May 25, 2010.

The Debtor filed its First Amended Chapter 11 Plan and Disclosure
Statement on May 20, 2013.


CRESCENT RESOURCES: Duke Energy Settles Suit Over Bankruptcy
------------------------------------------------------------
Bruce Henderson, writing for The Charlotte Observer, reported that
Duke Energy and creditors of its former land-development arm,
Crescent Resources, have settled a lawsuit claiming Duke caused
Crescent's 2009 bankruptcy.

According to the report, the parties asked a federal court in
Austin, Texas, to dismiss the lawsuit against Duke, several
subsidiaries and individuals.  The lawsuit arises from a 2006 debt
transaction that allegedly left the real estate investment company
insolvent while Duke raked in $1.6 billion.  The settlement terms
are confidential, Duke said.

Duke and the other defendants had offered a partial settlement of
$50 million last August, according to a securities filing, the
report related.  In November, both sides told the court they had
settled the case during mediation, the report said.  Any final
payments to settle the suit would be made this month, they
reported.

Law360 said the joint stipulation of dismissal with prejudice did
not contain details of the deal but said the parties had settled
all matters that were in dispute between them in the bankruptcy
suit and other related litigation.

                      About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a real estate development and management organization which
developed, owned, leased, managed, and sold real estate since
1969.  Crescent Resources and its debtor-affiliates filed for
Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 09-11507) on
June 10, 2009, estimating more than $1 billion in assets and
debts.  Judge Craig A. Gargotta presided over the case.  Eric J.
Taube, Esq., at Hohmann, Taube & Summers, L.L.P., served as the
Debtors' bankruptcy counsel.  The Official Committee of Unsecured
Creditors in Crescent Resources tapped Martinec, Winn, Vickers &
McElroy, PC, as counsel.  On Dec. 20, 2010, the Court signed an
order confirming the Debtors' Revised Second Amended Joint Plan of
Reorganization.


D&D ASSOC: Ruling in Suit v. North Plainfield Educ Board Affirmed
-----------------------------------------------------------------
D&D Associates, Inc., entered into a variety of contracts for
school renovation with North Plainfield Board of Education.  After
relations soured, D&D sued the Board and the Board's attorney,
Roger Epstein, as well as the construction management company and
architect the Board hired.  D&D's claims covered a variety of
contractual, tort, and civil rights claims.  The District Court
dismissed all counts of the complaint or granted summary judgment
in favor of defendants.  D&D appeals as to some counts of the
complaint; Epstein cross-appeals as to two.

In an Opinion dated Jan. 8, 2014, available at http://is.gd/tidQZv
from Leagle.com, the U.S. Court of Appeals for the Third Circuit
affirmed the District Court ruling on all issues subject to the
appeal.

The appellate case is, D & D ASSOCIATES, INC., a New Jersey
Corporation, Appellant (12-2046), v. BOARD OF EDUCATION OF NORTH
PLAINFIELD; THE VITETTA GROUP, INC., n/k/a/ Vitetta; BOVIS LEND
LEASE INC; ROBERT C. EPSTEIN, Robert C. Epstein, Appellant (12-
2236), Nos. 12-2046, 12-2236 (3rd Cir.).  The Third Circuit Panel
consists of Circuit Judges Ambro, and Smith, and O'Connor (Ret.).

D&D filed its initial complaint in March 2003, charging the Board,
Vitteta, Bovis, and Epstein with a variety of civil rights and
tort claims.  An amended complaint added additional claims.
Between 2003 and 2012, the case went through extensive litigation
at the District Court.  This culminated in a March 2012 opinion
that granted summary judgment for the Board on all remaining
counts and for Epstein on Count Two (stigma-plus reputational
harm).  The same order denied both Epstein's motion for summary
judgment on Count Ten (tortious interference) and Count Eleven
(defamation) and D&D's motion for summary judgment on various
counts.  Having disposed of all federal law claims, the District
Court declined to exercise supplemental jurisdiction over Counts
Ten and Eleven, both state law claims, and dismissed those counts
against Epstein, Bovis, and Vitteta without prejudice. D&D appeals
the grants of summary judgment in favor of the Board on several
counts and in favor of Epstein on Count Two. Epstein cross-appeals
the denial of his motion for summary judgment on Counts Ten and
Eleven.

D&D filed for Chapter 11 bankruptcy in August 2003, and its
reorganization plan was approved in January 2005.


DEERFIELD RETIREMENT: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Deerfield Retirement Community, Inc.
        13731 Hickman Rd.
        Urbandale, IA 50323

Case No.: 14-00052

Type of Business: Health Care

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Hon. Anita L. Shodeen

Debtor's Counsel: Steven J. Heim, Esq.
                  DORSEY & WHITNEY LLP
                  50 South Sixth Street
                  Minneapolis, MN 55402-1498
                  Tel: (612) 340-2600
                  Fax: (613) 340-2868
                  E-mail: heim.steven@dorsey.com

                       - and -

                  William J Miller, Esq.
                  DORSEY & WHITNEY LLP
                  801 Grand Avenue, Ste 3900
                  Des Moines, IA 50309
                  Tel: (515) 283-1000
                  Fax: (515) 283-1060
                  Email: miller.william@dorsey.com

Debtor's          NORTH SHORES CONSULTING INC
Financial
Advisor:

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The petition was signed by Scott M. Harrison, chief executive
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Lifespace Communities, Inc.         Support Loans    $18,800,000
100 East Grand Ave.
Suite 200
Des Moines, IA 50309

UMB Bank                            Bond Debt        $12,700,000
11 Red Cedar Lane
Minneapolis, MN 55410

Estate of Barbara Joyce Wilson    Refund for unit    $234,116
                                  Occupancy

Estate of Beth Black              Refund for unit    $264,600
c/o Bruce Black                   Occupancy
6150 E. Berry
Greenwood Village, CO
80111

Estate of Carolyn Feaster          Refund for unit   $312,028
c/o Vickey DeLuca                  occupancy
5087 Palermo Rd.
Cincinnati, OH 45244

Estate of Frank Comfort            Refund for unit   $382,500
c/o Constance Cramblit             occupancy
Comfort
13731 Hickman Rd., Unit 3209
Urbandale, IA 50323

Estate of James Kempkes            Refund for unit   $408,928
c/o Mark J. Kempkes                occupancy
4906 Crestmoor Dr.
Des Moines, IA 50310

Estate of Janice Davis             Refund for unit   $261,000
c/o Connie Koehn                   occupancy
Bankers Trust
453 7th St.
Des Moines, IA 50309

Estate of Jean Olson               Refund for unit   $468,180
c/o Adrienne M. Knapp              occupancy
The Ayco Co., LP
321 Broadway, P.O. Box 860
Saratoga Springs, NY 12866

Estate of John Elken              Refund for Unit     $279,072
c/o Kent A. Reiff                 occupancy
U.S. Bank
520 Walnut St.
Des Moines, IA 50309

Estate of Lois Roewe              Refund for unit     $228,762
c/o Dale H. Roewe                 occupancy
15660 450th St.
Laurens, IA 50554

Estate of Margaret Kenyon         Refund for unit     $409,734
c/o Rhoda Hill                    occupancy
2030 NW 129th St.
Des Moines, IA 50325

Estate of Marilyn Beck            Refund for unit     $258,863
c/o Bill Beck                     occupancy
4118 SE 22nd St.
Des Moines, IA 50320

Estate of Mary Sharp              Refund for unit     $245,700
c/o Richard J. Gaumer             occupancy
111 W. 2nd St.
P.O. Box 601
Ottumwa, IA 52501

Estate of Pat Noyce                Refund for unit    $419,530
c/o James Noyce                    occupancy
905 48th Street
West Des Moines, IA 50265

Estate of Paul From                Refund for unit    $314,162
c/o Clifford S. Swartz             occupancy
Brick Gentry PC
6701 Westown Pkwy, Suite 100
West Des Moines, IA 50266

Estate of Phyliis Johnson           Refund for unit   $265,302
c/o Mary Kay Smith                  occupancy
13778 S. Admiral Dr.
Riverton, UT 84096

Estate of Robert Reid               Refund for unit   $417,933
c/o James L. Sayre                  occupancy
103375 University Ave.
Clive, IA 50325

Estate of Robert Roseland           Refund for unit   $328,850
c/o Robert A. Van Orsdel            occupancy
Nyemaster Goode
700 Walnut, Suite 1600
Des Moines, IA 50309

Estate of Virginia Green            Refund for unit   $258,863
c/o David Green                     occupancy
30 Sagecliff Court
Dallas, TX 75248


DETROIT, MI: State of Michigan Joins on Eligibility Appeal
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the state of Michigan joined the City of Detroit in
urging the U.S. Court of Appeals for the Sixth Circuit not to let
municipal pension systems appeal the ruling that the city is
eligible for Chapter 9 creditor protection.

According to the report, Michigan's solicitor general, in a two-
page filing on Jan. 10, advanced the same arguments made by U.S.
Bankruptcy Judge Steven Rhodes, who also recommended against an
appeal of his December ruling. The eligibility ruling isn't a
final decision, and there's not "good cause" to allow an appeal,
the state said.

The state also said an appeal could interfere with mediation and
the city's efforts to negotiate a consensual adjustment plan, the
report related.

As previously reported by The Troubled Company Reporter, in
December, Judge Rhodes said his eligibility ruling qualifies for
direct appeal to the circuit court because it involves questions
of "public importance."  Judge Rhodes, however, said that the
question on whether Detroit is eligible for Chapter 9 municipal
bankrupty shouldn't be decided at this time by the appeals court.

                 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.


DEWEY & LEBOEUF: Ex-Partners Rip Claims Objections Extension
------------------------------------------------------------
William C. Marcoux and John J. Altorelli, two of of Dewey &
LeBoeuf LLP's former partners, object to the liquidating trustee's
motion seeking to extend the deadline by which he may file
objections to claims through May 2014, arguing that the delay
could allow the trustee to stagger his adversary suits against
former partners.

Alan M. Jacobs, the Dewey estate's liquidating trustee, asked U.S.
Bankruptcy Court for the Southern District of New York in December
to extend the deadline to object to proofs of claim by 120 days,
through May 16.

According to Messrs. Marcoux and Altorelli, the extension request
will make it impossible to litigate the issues of law and fact
that are common to claims objections, and the related adversary
proceedings, concerning former partners on a consolidated, single-
track basis.  As a result, all former-partner claimants, whether
they are currently adversary defendants or are yet to be made
defendants, will be prejudiced, the two claimants said.

Messrs. Marcoux and Altorelli are represented by:

         Thomas R. Califano, Esq.
         Emily A. Battersby, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020-1104
         Tel: 212-335-4500
         Fax: 212-335-4501
         E-mail: thomas.califano@dlapiper.com
                 emily.battersby@dlapiper.com

              - and -

         Matthew Tamasco, Esq.
         SCHNADER HARRISON SEGAL & LEWIS LLP
         140 Broadway, Suite 3100
         New York, NY 10005
         Tel: (212) 973-8000
         Fax: (212) 972-8798
         E-mail: mtamasco@schnader.com

              - and -

         Paul Jasper, Esq.
         Kevin Coleman, Esq.
         SCHNADER HARRISON SEGAL & LEWIS LLP
         650 California Street, 19th Floor
         San Francisco, CA 94108-2736
         Tel: 415-364-6700
         Fax: 415-364-6785
         E-mail: pjasper@schnader.com
                 kcoleman@schnader.com

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DICON TECHNOLOGIES: May Avoid $475,000 in Payments to Insider
-------------------------------------------------------------
Bankruptcy Judge Edward J. Coleman, III, granted the motion for
partial summary judgment filed by Lloyd T. Whitaker, the plan
administrator for the liquidating plan of Dicon Technologies, LLC,
seeking a determination that as a matter of law he may avoid
certain transfers made by Dicon to Steven Y. Moskowitz pursuant to
11 U.S.C. Sec. 547(b).  The Court ruled the Plan Administrator's
Motion is granted as to Count Six of the Amended Complaint, and
the transfers to Mr. Moskowitz made during the 90-day preference
period are avoided.  In Count Six, which is labeled "Avoidance of
Preferential Transfers to an Insider Under 11 U.S.C. Sec. 547(b),"
the Plan Administrator seeks to avoid transfers totaling
$475,979.45 to Mr. Moskowitz.

The case is, LLOYD T. WHITAKER, AS PLAN ADMINISTRATOR FOR THE
LIQUIDATING PLAN OF DICON TECHNOLOGIES, LLC, Plaintiff, v. STEVEN
Y. MOSKOWITZ; MICHAEL METTER; BARRY KOLVEZON; and JOHN DOES 1-10,
Defendants, Adv. Proc. No. 12-04044 (Bankr. S.D. Ga.).  A copy of
the Court's Jan. 3, 2014 Opinion and Order is available at
http://is.gd/NnLtD1from Leagle.com.

Black Creek, Georgia-based Dicon Technologies, LLC, was placed
into involuntary bankruptcy (Bankr. S.D. Ga. Case No. 10-41275) on
June 18, 2010.  The petition was filed by creditors Precision
Custom Coatings, LLC, Development Authority of Bryan County, and
Interfoam, Inc.  After filing the involuntary bankruptcy petition,
the Petitioning Creditors filed on June 19, 2010, an emergency
motion with the Court to appoint a Chapter 11 Trustee.  Lloyd T.
Whitaker was appointed Chapter 11 Trustee and later as Plan
Administrator pursuant to Dicon's confirmed Liquidating Plan.


EDISON MISSION: Has Court's Nod to Hire KPMG LLP as Tax Consultant
------------------------------------------------------------------
The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted Edison Mission Energy
and its debtor-affiliates authorization to employ KPMG LLP as tax
consultant, nunc pro tunc to Oct. 9, 2013.

As reported by the Troubled Company Reporter on Dec. 2, 2013, the
Debtors require KPMG LLP to provide, among other things,
evaluation of the tax basis in subsidiary stock for the Debtors
for U.S. federal and state income tax purposes.

                      About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by
James H.M. Sprayregen, P.C., Esq., David R. Seligman, P.C., Esq.,
Sarah H. Seewer, Esq., Brad Weiland, Esq., and Joshua A. Sussberg,
Esq., at Kirkland & Ellis LLP.  Counsel to Debtor Camino Energy
Company is David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC.

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

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


EMORY LODGING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Emory Lodging L.P.
           dba Best Western Plus Emory Inn & Suites at Lake Fork
        P O Box 208
        Franklin, TX 77856

Case No.: 14-60022

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972)239-9055
                  Fax: (972)239-9886
                  Email: arthur@arthurungerman.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ross T Bush, manager and sole member,
RMJJ, LLC.

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


EXCEL MARITIME: Court Extends Lien Challenge Period to Feb. 10
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has extended through and including
Feb. 10, 2014, the deadline for the Official Committee of
Unsecured Creditors of Excel Maritime Carriers Ltd., and its
affiliates to challenge prepetition liens under the final cash
collateral order.

The challenge period expiration date established in the final cash
collateral order and stipulation and consent order with respect to
the Committee's time to commence a challenge as to the lenders
rights, if any, in the accounts, the settlement funds or the
settlement funds account will be extended from Dec. 31, 2013, to
Feb. 10, 2014 (or at a later date as may be agreed among the
Committee, Wilmington Trust (London), Ltd., as administrative
agent under that certain $1.4 billion senior secured credit
facility dated as of April 14, 2008, and the steering committee of
lenders under the senior credit agreement) and the occurrence of
the effective date under a plan of reorganization.

As a result of the Committee's investigation to date, the
Committee asserts that the Debtors have certain bank accounts that
are not subject to granted and properly perfected liens of the
lenders.  The Committee, the Agent and the lenders wish to
continue to investigate and discuss the Committee's assertion as
to the accounts.

On the initial Challenge Period Expiration Date, the Debtors
indicated to the Committee and to the Steering Committee that Ore
Hansa Shipco LLC, one of the Debtors in these cases, had reached a
settlement of a controversy with Fair Wind Navigation, S.A.,
relating to a May 13, 2012 vessel collision in which Ore Hansa
will receive funds from either Fair Wind or Fair Wind's insurer
through wire transfer to a designated bank account.  The Debtors'
recent disclosure of the proposed settlement has afforded the
Committee and the Steering Committee inadequate time to evaluate
the rights, if any, of the lenders in and to the Settlement Funds
and the Settlement Funds Account.  The Committee, the Agent and
the Steering Committee have agreed to extend the Challenge Period
Expiration Date with respect to the Accounts, the Settlement Funds
and the Settlement Funds Account, and reached a stipulation with
the Debtors to do so.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Can Tap Ernst & Young as Tax Services Provider
------------------------------------------------------------------
Exide Technologies Inc. sought and obtained authorization from the
Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware to employ Ernst & Young LLP as tax advisory,
valuation, accounting and reporting services provider, nunc pro
tunc to Nov. 21, 2013.

Pursuant to the Tax Advisory statement of work, Ernst & Young will
provide certain services to the Debtor, including:

   -- working with the appropriate Debtor personnel and the
      Debtor's outside legal counsel to develop an understanding
      of the tax issues and alternatives associated with the
      Debtor's Chapter 11 filing, restructuring, or other plan,
      taking into account the Debtor's specific facts and
      circumstances, for indirect tax purposes. Indirect taxes may
      include franchise taxes, property tax, sales tax, use tax,
      employment and payroll taxes, unemployment taxes, excise
      taxes, and incentives;

   -- providing indirect tax advisory services with issues arising
      in the ordinary course of business while in bankruptcy, such
      as ongoing assistance with state and local tax examinations,
      and, as needed, research, discussions and analysis of
      indirect state and local tax issues arising during the
      bankruptcy period;

   -- providing tax advisory services regarding indirect tax
      aspects of the bankruptcy process, the validity and amount
      of bankruptcy indirect tax claims, and tax advisory support
      in securing indirect tax refunds during the pendency of the
      bankruptcy;

   -- assisting and advising in securing rulings from applicable
      state/local tax authorities with respect indirect taxes;

   -- preparing documentation, as appropriate or necessary, of tax
      analysis, opinions, recommendations, conclusions and
      correspondence for any proposed restructuring alternative,
      bankruptcy tax issue or other tax matter described herein.

Pursuant to the Valuation, Accounting and Reporting statement of
work, Ernst & Young will provide certain services to the Debtor,
including:

   -- Ernst & Young anticipates performing the following
      procedures and tasks in its valuation analysis:

      * perform interviews with senior management of the Debtor;

      * give consideration to applicable economic, industry, and
        Competitive environments, including relevant historical
        and future estimated trends;

      * apply the Income, Market and Cost approaches to value
        using, where appropriate, financial data that is based on
        a market participant perspective; and

      * prepare a narrative report summarizing the methodologies
        employed in Ernst & Young's analysis, the assumptions on
        which Ernst & Young's analysis was based, and Ernst &
        Young's recommendations of fair value.

   -- Ernst & Young anticipates performing the following
      procedures and tasks in its valuation analysis of the
      business enterprise of the reporting units:

      * valuation analysis of the business enterprise of each
        reporting unit for allocating residual goodwill; and

      * apply the Income approach to value the reporting units,
        specifically the discounted cash flow method.

   -- Ernst & Young anticipates performing the following
      procedures and tasks in its valuation analysis of the
      intangible assets:

      * interview management and review documentation to assist
        the Company in its identification of the significant
        intangible assets of the business. Ernst & Young
        anticipates the following types of intangible assets:

        (a) customer relationships and customer backlog,
        (b) trademarks/trade names, both definite and indefinite
            lived,
        (c) technology, and
        (d) assembled workforce;

      * collect data and hold discussions with management to
        obtain the information and assumptions needed to value the
        intangible assets; and

      * analyze and value the intangible assets by reporting unit
        using the following methodologies:

        (a) relief from royalty method,
        (b) multi-period excess earnings method, and
        (c) cost to replace method.

   -- Ernst & Young anticipates performing the following
      procedures and tasks in its valuation analysis of inventory:

      * collect data and hold discussions with management to
        understand the nature of the inventory held by each
        reporting unit; and

      * analyze and value the inventory using the following
        methodologies:

        (a) finished goods at estimated selling prices less costs
            of disposal and a reasonable profit on the selling
            effort,
        (b) work in process at estimated selling prices less cost
            to complete, cost of disposal and a reasonable profit
            on both the remaining completion effort and the
            selling effort,
        (c) raw materials at current replacement cost.

   -- Ernst & Young anticipates performing the following
      procedures and tasks in its valuation analysis of real
      property:

      * collect data on the size, use, construction type for the
        10 largest manufacturing facilities;

      * perform market research on land values, market rents and
        local market conditions, and building/site improvement
        replacement costs for each market; and

      * value the land and ten largest buildings at the 10 largest
        manufacturing facilities using a combination of the cost,
        income, and sales comparison approaches, as appropriate.
        Ernst & Young will estimate separate values for the land,
        building improvements, and site improvements at each
        location.

Leases, distribution centers, and vacant/excess land parcels will
be excluded from Ernst & Young's valuation.  All valuation
procedures and assumptions are based on good, reliable fixed asset
data and open communication between Ernst & Young and Exide
engineering and accounting teams.

Ernst & Young anticipates performing the following procedures and
tasks in its valuation analysis of real property:

      * personal property assets will be valued primarily
        utilizing the indirect method of the cost approach.  The
        direct method of the cost approach will be used on a
        limited basis as needed;

      * construction in progress will be included at book value;
        and

      * Ernst & Young will perform 4 site inspections, 2 domestic
        and 2 international, which will attempt to represent each
        business segment and facility type.

Ernst & Young's valuation scope excludes any work related to
analyses around liquidation studies for floor values, held for
sale studies, dismantlement studies, transfer studies, etc.

   -- Ernst & Young will also perform the following accounting
      assistance:

      * assist with preparation of an overall fresh-start
        accounting project timeline;

      * assist with the preparation of the fresh-start accounting
        required work steps, including project management support,
        resource needs, and status updates on at least a weekly
        basis;

      * assist with the technical fresh-start accounting and
        Reporting requirements, including the identification of
        accounts impacted by fresh-start accounting and the fresh-
        start reporting date, and discussions with external
        auditors.  This may include providing examples of fresh-
        start accounting disclosures, publications or examples of
        the application of fresh-start accounting, or other
        information that may assist management with the
        application of fresh-start accounting;

      * based on the valuation studies and appraisals, assist the
        Company with the fresh-start accounting adjustments in
        accordance with U.S. GAAP, including system needs and
        recording of entries to the ledgers and sub-ledgers;

      * assist with the subsequent accounting for the fresh-start
        Accounting adjustments; and

      * assist on any other miscellaneous matters requested in
        connection with Exide Technology's application of fresh-
        start accounting.

Ernst & Young will be paid at these hourly rates:

      Tax Advisory Services
      ---------------------
      Partner/Principal/Executive Director    $675
      Senior Manager                          $495
      Manager                                 $425
      Senior                                  $290
      Staff                                   $205
      National Partner/Principal/
      Executive Director                      $770
      National Senior Manager                 $680
      National Manager                        $585
      National Senior                         $480
      National Staff                          $375

      Valuation Services
      ------------------
      Partner/Principal                       $482
      Executive Director                      $410
      Senior Manager                          $393
      Manager                                 $315
      Experienced Senior                      $237
      Senior                                  $212
      Experienced Staff                       $161
      Staff                                   $129
      Client Serving Associate                $79

      Accounting and Reporting Services
      ---------------------------------
      Partner/Principal/
      Executive Director                   $500-$800
      Senior Manager                       $400-$550
      Manager                              $350-$450
      Senior                               $250-$350

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

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

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

     Name of Schedule              Assets            Liabilities
     ----------------            -----------         -----------
  A. Real Property               $81,061,713
  B. Personal Property          $1,623,265,808
                                +Undetermined
                                 Amounts
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $858,416,081
                                                   +Undetermined
                                                         Amounts
  E. Creditors Holding
     Unsecured Priority
     Claims                                                   $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $130,284,496
                                                   +Undetermined
                                                         Amounts
                                --------------    --------------
        TOTAL                   $1,704,327,521      $988,700,577
                                 +Undetermined     +Undetermined
                                 Amounts           Amounts

                     About Exide Technologies

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

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

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.

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

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

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


EXTREME REACH: S&P Raises Rating on 1st Lien Loan to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services revised its preliminary
recovery rating on Extreme Reach Inc.'s proposed senior secured
term loan due 2020 to '1', indicating S&P's expectation for very
high (90%-100%) recovery of principal for debtholders in the event
of a default, from '2' (70%-90% recovery expectation).  S&P
subsequently raised its preliminary issue-level rating on this
debt to 'BB-' from 'B+'.  Other ratings, including the 'B'
preliminary corporate credit rating, remain unchanged.

The rating actions are the result of Extreme Reach shifting
$50 million of obligations from the proposed term loan to the
proposed second-lien loan.  The size of the proposed term loan is
now $300 million (down from $350 million) and the proposed second-
lien term loan is now $165 million (up from $115 million).

RATINGS LIST

Extreme Reach Inc.
Corporate Credit Rating       B (prelim)/Stable/--

Recovery Rating Revised; Issue-Level Rating Raised
                               To                 From
Extreme Reach Inc.
Senior Secured
  $300M* term loan due 2020    BB- (prelim)       B+ (prelim)
   Recovery Rating             1 (prelim)         2 (prelim)

* Down from $350 million


FAISON HALL: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Faison Hall, LLC
        P.O. Box 51729
        Durham, NC 27717-1729

Case No.: 14-00143

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: Gerald A Jeutter, Jr., Esq.
                  GERALD A. JEUTTER, JR., ATTORNEY AT LAW PA
                  PO Box 12585
                  Raleigh, NC 27605-2585
                  Tel: 919 334-6631
                  Fax: 919 833-9793
                  Email: jeb@jeutterlaw.com

Total Assets: $3.77 million

Total Liabilities: $3 million

The petition was signed by William Faison, manager/member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb14-143.pdf


FIBERTOWER CORP: Multiple Parties Object to Chapter 11 Plan
-----------------------------------------------------------
Multiple parties -- including U.S. Bank National Association,
State of Texas ad valorem taxing jurisdictions, Mansfield I.S.D.,
and the Official Committee of Unsecured Creditors -- filed with
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, separate objections to FiberTower's Second Amended
Joint Chapter 11 Plan.

The Creditors' Committee told the Court "it is disappointed that
the Debtors have put forth yet another plan that impermissibly
favors the 2016 Noteholders to the detriment of all other
creditors.  After the October 29 Hearing on the Disclosure
Statement, it appeared that the Debtors recognized that they could
not confirm a plan that turned over all value (including
unencumbered assets) to the 2016 Noteholders. Unfortunately, the
fix proposed by the Debtors -- the Litigation Trust -- is not an
actual fix.  Rather, it is just a different vehicle that provides
substantially all value to the 2016 Noteholders.  The Plan is
fatally flawed because it is premised upon an unsupported
valuation of the Reorganized Debtors ($8.5 million) that has been
used to justify an incredibly large deficiency claim for the 2016
Noteholders ($89.5 million). . . .  The Debtors must also modify
the Plan so that value is distributed appropriately in the event
that the Debtors successfully appeal the FCC's decision to
terminate the FCC Licenses. . . .  The Committee also objects to
certain terms of the Litigation Trust Agreement.  The Debtors have
used the Litigation Trust and the Trust Advisory Board as an
alternative mechanism to give the 2016 Noteholders complete
control over the causes of action that the 2016 Noteholders would
have directly retained under the prior versions of the Plan. . . .
The Committee also objects to the releases contained in the Plan.
The Fifth Circuit has expressly prohibited the non-debtor releases
contained in the Plan and the Debtors cannot justify such broad
releases under the circumstances of these cases."

U.S. Bank, as successor indenture trustee and collateral agent for
holders of the 9.00% Convertible Senior Secured Notes due 2012,
objected to the confirmation of the Plan because it purports to
grant impermissible releases and exculpations with respect to,
among others, the Non-Debtor Subsidiaries.  Given that the Non-
Debtor Subsidiaries have guaranteed the 2012 Notes, and neither
U.S. Bank nor the 2012 Noteholders have consented to release the
Non-Debtor Subsidiaries from their obligations under the 2012
Notes, the Plan's release provisions violate well-established
Fifth Circuit law and should not be approved, U.S. Bank argued.

The Texas Ad Valorem Taxing Jurisdictions objected to the Plan to
the extent it requires them to file administrative claims for tax
year 2014.  The Texas Ad Valorem Taxing Jurisdictions said they
have previously filed administrative proofs of claim for the 2013
taxes, which are last payable without penalty and interest on
January 31, 2014.  The 2014 taxes are not due until January 2015,
the taxing jurisdictions said.  Accordingly, the Debtors should be
required to pay the 2014 taxes in the ordinary course of business
without the necessity of local governments having to file
administrative claims, the taxing jurisdictions asserted.

Mansfield ISD, another taxing unit, stated, "The Taxing Unit
objects to confirmation of the Plan to the extent that it  treats
its claim as anything other than a secured claim.  The Taxing
Unit's claims are fully secured ad valorem tax claims pursuant to
Texas law.  The Taxing Unit objects to the confirmation of the
Plan to the extent that it does not provide its secured claims
with interim statutory interest at the rate specified  under
Section 33.01(c) of the Texas Property Tax Code and pursuant to
Sections 506(b) and 1129(b)(2)(A)(i)(II) of the Bankruptcy Code
from the petition date through the date of payment."

A Jan. 15 hearing is scheduled to consider confirmation of the
Debtors' reorganization plan.

The Committee is represented by:

         David M. Posner, Esq.
         Kevin Zuzolo, Esq.
         OTTERBOURG P.C.
         230 Park Avenue
         New York, NY 10169
         Tel: 212-661-9100
         Fax: 212-682-6104

              - and -

         Michael D. Warner, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN &  LEONARD, P.A.
         301 Commerce Street, Suite 1700
         Fort Worth, TX 76102
         Tel: 817-810-5250
         Fax: 817-810-5255

U.S. Bank is represented by:

         J. Mark Chevallier, Esq.
         MCGUIRE, CRADDOCK & STROTHER, P.C.
         1800 St. Ann Court
         2501 N. Harwood
         Dallas, TX 75201
         Tel: (214) 954-6800
         Fax: (214) 954-6850
         Email: mchevallier@mcslaw.com

              - and -

         Michael B. Fisco, Esq.
         Eric J. Howe, Esq.
         FAEGRE BAKER DANIELS LLP
         90 South Seventh Street, Suite 2200
         Minneapolis, MN 55402-3901
         Tel: (612) 766-7000
         Fax: (612) 766-1600

Texas Ad Valorem Taxing Jurisdictions are represented by:

         John P. Dillman, Esq.
         Tara L. Grundemeier, Esq.
         LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
         Post Office Box 3064
         Houston, TX 77253-3064
         Tel: (713) 844-3478
         Fax: (713) 844-3503

Mansfield ISD is represented by:

         Eboney Cobb, Esq.
         PERDUE, BRANDON, FIELDER, COLLINS & MOTT, LLP
         P.O. Box 13430
         Arlington, TX 76094
         Tel: (817) 461-3344
         Fax: (817) 860-6509
         Email: ecobb@pbfcm.com

                       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.


FOXCO ACQUISITION: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on FoxCo Acquisition LLC at the
company's request.  The company repaid all of its debt following
the sale of its stations to Tribune Co. on Dec. 27, 2013.


FRANKLIN PHARMACY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Franklin Pharmacy, LLC
           aka Optimal Pain Control LLC
           aka OPC LLC
        361 Mustang Drive
        Russellville, AL 35654

Case No.: 14-80089

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Jennifer Brooke Kimble, Esq.
                  RUMBERGER, KIRK & CALDWELL, P.C.
                  Lakeshore Park Plaza
                  2204 Lakeshore Dr., Suite 125
                  Birmingham, AL 35209-6739
                  Tel: 205-572-4927
                  Fax: 205-326-6786
                  Email: jkimble@rumberger.com

                     - and -

                  R. Scott Williams, Esq.
                  RUMBERGER, KIRK & CALDWELL, P.C.
                  Lakeshore Park Plaza
                  2204 Lakeshore Dr., Suite 125
                  Birmingham, AL 35209-6739
                  Tel: 205-572-4926
                  Fax: 205-326-6786
                  Email: swilliams@rumberger.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy Aaron, managing partner.

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


FURNITURE BRANDS: Has Until April 7 to Decide on Unexpired Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Furniture Brands International Inc. until April 7, 2014, to assume
or reject unexpired leases of nonresidential real property.

Furniture Brands requested an extension just in case KPS
Capital Partners LP decides not to assume some of the leases in
connection with its acquisition of the company's major assets.

In November 2013, Furniture Brands received the green light from
U.S. Bankruptcy Judge Christopher Sontchi to sell most of its
assets to KPS Capital and its affiliates.

As part of the sale, more than 80 unexpired leases were
"designated" by KPS Capital, which had the effect of giving the
buyer a period of time to determine whether or not to take over
the leases.

                       About Furniture Brands

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

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

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

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

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

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


GARLOCK SEALING: Judge Pegs Mesothelioma Liability at $125 Million
------------------------------------------------------------------
Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Friday, Jan. 10, 2014,
entered an order estimating the liability for present and future
mesothelioma claims against EnPro Industries' Garlock Sealing
Technologies LLC subsidiary at $125 million, consistent with the
positions GST put forth at trial.

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

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

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

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

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

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

Lisa A. Rickard, president of the U.S. Chamber Institute for Legal
Reform, issued a statement on Friday's ruling: "Fraud and abuse
have plagued asbestos litigation for decades, as t[he] order by
Judge Hodges' makes clear. Plaintiffs' lawyers are manipulating
and withholding evidence, and Judge Hodges recognizes that this is
'a regular practice by many plaintiffs' firms.'

"The Garlock bankruptcy order underscores the need for federal and
state legislation to rein in asbestos litigation abuse. Because,
as Judge Hodges' states: 'It appears certain that more extensive
discovery would show more extensive abuse.'"

ILR seeks to promote civil justice reform through legislative,
political, judicial, and educational activities at the national,
state, and local levels.

The U.S. Chamber of Commerce is the world's largest business
federation representing the interests of more than 3 million
businesses of all sizes, sectors, and regions, as well as state
and local chambers and industry associations.

Daniel Fisher, writing for Forbes, reported that while Judge
Hodges declined to comment on the legality of the plaintiff
lawyers' tactics, his findings appear to support the fraud claims
EnPro made against several law firms.  In those lawsuits, filed
under seal to comply with the judge's blanket confidentiality
order covering plaintiff medical records, Forbes reported, EnPro
accuses the lawyers of "double-dipping" by suing Garlock and then
making conflicting claims with trusts set up to administer claims
against bankrupt companies.

Forbes also reported that in a statement regarding the fraud
lawsuit against it, Dallas law firm Waters & Krause said Garlock
helped "cause the deaths of thousands of Navy veterans and
others."

In his decision, Judge Hodges held that Garlock's gaskets
contained relatively harmless chrysotile asbestos contained in
polymer and were unlikely to provide enough fibers to cause
mesothelioma, Forbes noted.  According to the Forbes report, one
expert, Dr. David Weill of Stanford University, concluded that low
dose exposure to chrysotile from gaskets and packing would not
cause mesothelioma even over a lifetime of working with those
products.  The plaintiffs' expert, Dr. William Longo, presented
results of a "work simulation" study that involved grinding and
abrading the gaskets with various methods to create dust, which he
failed to analyze for asbestos content.  The judge dismissed
Longo's evidence as "pseudo-science at best."

The Forbes report also noted that Judge Hodges had allowed Garlock
to conduct discovery on 15 settled cases, and discovered plaintiff
lawyers had failed to disclose evidence in all 15.  Garlock had
negotiated settlements in 99% of some 20,000 asbestos lawsuits,
the judge noted, but then as remaining defendants went bankrupt,
plaintiff lawyers escalated their demands at the same time as
evidence of other exposures "disappeared."

EnPro will hold a conference call at 9:00 a.m. Eastern Time today,
Jan. 13, to review Judge Hodges' opinion with investors and
discuss next steps in the process.  Investors may join the call by
dialing (800) 851-4704 and the access code 30633099. The call will
also be webcast on the company's Web site,
http:/www.enproindustries.com/

EnPro Industries (NYSE: NPO) provides sealing products, metal
polymer and filament wound bearings, components and service for
reciprocating compressors, diesel and dual-fuel engines and other
engineered products for use in critical applications by industries
worldwide.

                       About Garlock Sealing

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

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

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

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

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

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


GARLOCK SEALING: EnPro Conference Call Today on Asbestos Ruling
---------------------------------------------------------------
EnPro Industries disclosed that Judge George Hodges of the United
States Bankruptcy Court for the Western District of North Carolina
on Jan. 10 entered an order estimating the liability for present
and future mesothelioma claims against EnPro's Garlock Sealing
Technologies LLC (GST) subsidiary at $125 million, consistent with
the positions GST put forth at trial.

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

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

EnPro will hold a conference call at 9:00 a.m. Eastern Time on
Monday, January 13, to review Judge Hodges' opinion with investors
and discuss next steps in the process.  Investors may join the
call by dialing (800) 851-4704 and the access code 30633099.  The
call will also be webcast on the company's Web site
http://www.enproindustries.com

                       About Garlock Sealing

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

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

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

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

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

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

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

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

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


GETTY IMAGES: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 92.64 cents-on-
the-dollar during the week ended Friday, Friday, Jan. 10, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.75 percentage points from the previous week, The Journal
relates.  Getty Images Inc. pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019, and carries Moody's B2 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         *     *     *

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


GETTY PETROLEUM: McCarter Faces Clawback Suit
---------------------------------------------
Law360 reported that the liquidating trustee for defunct petroleum
company Getty Petroleum Marketing hit law firm McCarter & English
LLP with a clawback suit in New York bankruptcy court in an
attempt to recover payments made by Getty to the firm while Getty
was insolvent.

According to the report, trustee Alfred T. Giuliano filed a
complaint within the company's Chapter 11 proceedings in an
attempt to get back at least $50,000 paid to the law firm on Sept.
30, 2011, which was within the 90-day period immediately preceding
the filing of the company's Chapter 11.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GILMAN PAPER: ERISA Rules Don't Protect Plan Sponsor's Creditors
----------------------------------------------------------------
The United States Court of Appeals for the Eleventh Circuit
affirmed an order by the U.S. District Court for the Southern
District of Georgia dismissing a 2010 complaint filed by the
liquidating trustee of Gilman Paper Company's bankruptcy estate,
against H.G. Estate, LLC, the Howard Gillman Foundation, and W.O.
Corporation to recover for the bankruptcy estate the amount of the
claim that the Pension Benefit Guaranty Corp. filed against the
estate in the Chapter 11 case.  The liquidating trustee had
alleged that H.G. Estate, LLC, the Howard Gillman Foundation, and
W.O. Corporation were jointly and severally liable with Gilman
Paper Company under 29 U.S.C. Sec. 1369 as members of the former
controlled group.

A three-judge panel of the Eleventh Circuit held that ERISA's
funding requirements were put in place for the benefit of plan
beneficiaries, not for the protection of a bankrupt plan sponsor's
unsecured creditors.  The Trustee's complaint, because it was
brought for the benefit of the bankrupt's unsecured creditors,
fails to state a claim for relief.  The judgment of the District
Court is, accordingly, affirmed, the appeals court ruled.

The Trustee's complaint represents that if the Trustee fails to
recover on its $55 million claim against the former controlled
group, the bankruptcy estate, lacking the $55 million, will amount
to not more than $15 million from the sale of the debtors' assets,
of which the Trustee would distribute to the PBGC approximately
$8.25 million, or 55 percent of the sale proceeds.

In January 1999, H.G. Estate, LLC, a Delaware limited liability
company, organized Gilman Paper Company under Georgia law and
became its sole shareholder.  Once organized, Gilman Paper Company
acquired a paper mill in St. Marys, Georgia, and created a defined
benefit plan for its employees and former employees.  Under 29
U.S.C. Sections 1082(b)(2) and 1307, Gilman Paper Company, H.G.
Estate LLC, the Howard Gilman Foundation, Gilman Converting
Corporation, and Gilman Converting LLC became a controlled group
and thus were liable for funding the pension plan and for paying
insurance premiums to the PBGC.  In December 1999, H.G. Estate,
LLC sold all of its shares of Gilman Paper Company, Gilman
Converting Corporation and Gilman Converting LLC to Durango Paper
Company, a corporation and a wholly owned subsidiary of
Corporacion Durango, for nearly $120 million. The transaction was
facilitated by Bank of America Securities, LLC.  By operation of
law, those entities assumed the controlled group positions
previously occupied by H.G. Estate LLC and the Howard Gilman
Foundation and thus became liable for funding Gilman Paper
Company's pension plan and for paying insurance premiums to the
PBGC.

In July 2002, Gilman Paper Company decided to close its mill.  In
September, the mill ceased production.  On October 7, 2002,
Operadora Omega Internacional, a corporation, acquired 100 percent
of the shares of Durango Paper Company from Corporacion Durango
and assumed its role as a member of the controlled group.  By the
end of the month, Gilman Paper Company had closed its mill and
fired nearly all of its employees.

On Oct. 29, 2002, Gilman Paper Company's creditors successfully
petitioned the Bankruptcy Court for the Southern District of
Georgia for relief under Chapter 7 of the Bankruptcy Code.  The
next month, Gilman Paper Company moved the Bankruptcy Court to
transform the Chapter 7 case into a Chapter 11 proceeding in order
to reorganize the company.  The court granted its motion.

Durango-Georgia Converting Corporation and Durango-Georgia
Converting LLC also sought reorganization in the Bankruptcy Court
under Chapter 11 at the same time.  Those Chapter 11 cases were
consolidated with Gilman Paper Company's Chapter 11 case.

In June 2004, the Bankruptcy Court confirmed a plan of liquidation
for all three Durango entities, and a liquidating trustee
proceeded to administer the bankruptcy estates.

In June 2005, while the Chapter 11 case was pending, the PBGC
brought an action against Gilman Paper Company in the United
States District Court for the Southern District of Georgia to
terminate the pension plan.  The parties subsequently agreed that
the plan should be terminated, and on October 31, 2006, the
District Court entered an order terminating the plan as of March
1, 2004.  As a result of the involuntary termination, Gilman Paper
Company and members of its controlled group as of March 1, 2004,
became liable to the PBGC for unpaid benefit liabilities.  The
PBGC thereafter filed a claim in the Chapter 11 case for
termination liability in the amount of $55 million -- the amount
it estimated that Gilman Paper Company would need if it were to
fund the pension plan sufficiently to satisfy all of the
beneficiaries' claims in full.

The case is, DURANGO-GEORGIA PAPER CO., et al., Plaintiffs-
Appellants, v. H.G. ESTATE, LLC, et al., Defendants-Appellees, No.
11-15079 (11th Cir.).  A copy of the Eleventh Circuit's January 7,
2014 decision is available at http://is.gd/Tmaa1Cfrom Leagle.com.


GLOBAL GEOPHYSICAL: S&P Affirms 'CCC+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
corporate credit rating on Missouri City, Texas-based Global
Geophysical Services Inc. and removed it from CreditWatch, where
it was placed on Aug. 30, 2013.  At the same time, S&P lowered the
rating on the company's senior unsecured debt to 'CCC+' from 'B-'
and revised its recovery rating on the debt issue to '3' from '2'.

"The rating action reflects our belief that there is a risk of a
default over the near term, given our assessment of the company's
"less than adequate" liquidity, weak operating results, and what
we consider unsustainable leverage, based on current operating
results," said Standard & Poor's credit analyst Susan Ding.

S&P could consider a positive rating action if the company were
able to obtain a credit facility and/or maintain adequate
liquidity (at least $50 million in cash balances that are not
required for MCS related outlays), while improving operating
performance and cash flow generation for 2014.  An upgrade would
also depend on continued growth in the company's backlog and
revenue base.  S&P would expect any positive rating action to be
limited to one notch given the company's size and the volatility
of the seismic services sector.

S&P could consider a downgrade if the company were not able to
improve and sustain adequate liquidity, which would most likely
occur if operating trends continued to deteriorate.


GMG CAPITAL: Wants Plan Filing Extension; Hearing on Jan. 22
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set for Jan. 22, 2014, at 10:00 a.m., the hearing on GMG
Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P.'s motion for extension of their (i) exclusive
filing period by 90 days through and including April 22, 2014; and
(ii) exclusive solicitation period by 90 days through and
including June 19, 2014, in order to allow for more information to
develop regarding a sale transaction for Open Peak or Lancope.

Objections to the Debtors' motion must be filed by Jan. 15, 2014,
at 4:00 p.m.

Michael S. Fox, Esq., at Olshan Frome Wolosky LLP, the attorney
for the Debtors, said in a Jan. 8, 2014 court filing that the
Debtors are fully committed to maximizing recoveries for all
stakeholders, including its largest creditor, Athenian Venture
Partners I, L.P. and Athenian Venture Partners II, L.P., other
general unsecured creditors, as well as the limited partners who
have over $100 million at risk.  The Debtors believe that they are
bookvalue solvent.  Recoveries are dependent upon the near-to mid-
term performance of two of its investments: Open Peak and Lancope.
The Debtors have an approximate 5% equity position in Open Peak
and its management sits on the Open Peak Board, as does J.
Tomilson Hill III, Vice Chairman of the Blackstone Group.

The Debtors believe that the first quarter of 2014 will be highly
indicative of the performance and values to be realized from these
two private entities. Open Peak, having just received an
investment of approximately $15 million from its major customer
AT&T Wireless, has recently expanded the number of end users
testing and using its product.  Open Peak's value is believed to
be in the range of $500 million conservatively to over
$750 million.  Even at a low range valuation of $500 million, the
Debtors' interest would be worth approximately $25 million, Mr.
Fox stated.  "At that low range valuation, the Debtors, with
general unsecured debt of approximately $10 million, would be in
an easy position to all creditors in full," Mr. Fox stated.

According to Mr. Fox, the best way to ensure maximization of
recovery of these types of investments is to wait until after a
sale, merger or initial public offering transaction closes.  The
Debtors submit that it would be irresponsible to move forward with
a plan to sell these assets prematurely at steep discounts to
solely to pay its largest creditor, Athenian, when the promise for
much larger payoffs for all are on the horizon.  The Debtors
further believe that Athenian is the only other creditor that has
voiced any interest to file a plan, while other creditors have
indicated their support for the Debtors' efforts to preserve the
assets and not allow Athenian to seize the same for its benefit.

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.  GMG Capital Partners III estimated assets in excess of
$10 million and liabilities of $1 million to $10 million.


GMX RESOURCES: First Amended Plan Supplement Filed
--------------------------------------------------
GMX Resources Inc., et al., filed with the U.S. Bankruptcy Court
for the Western District of Oklahoma an initial supplement to the
First Amended Joint Plan of Reorganization.

The Supplement contains the following documents:

   * Exhibit A: certificate of limited partnership of Thunderbird
     Resources,

   * Exhibit B: agreement of limited partnership of Thunderbird
     Resources,

   * Exhibit C: form of amended and restated limited partnership
     agreement of Thunderbird Resources,

   * Exhibit D: form of second amended and restated certificate of
     incorporation of Thunderbird Resources equity,

   * Exhibit E: form of second amended and restated by-laws of
     Thunderbird Resources equity,

   * Exhibit F: form of shareholders' agreement for Thunderbird
     Resources equity,

   * Exhibit G: form of certificate of formation of Diamond Blue
     Drilling,

   * Exhibit H: form of certificate of conversion from a
     corporation to a limited liability company for Diamond Blue
     Drilling,

   * Exhibit I: form of limited liability company agreement for
     Diamond Blue Drilling,

   * Exhibit J: form of amended and restated limited liability
     company agreement for Diamond Blue Drilling,

   * Exhibit K: certificate of formation of Thunderbird Resources
     GP Sub,

   * Exhibit L: limited liability company agreement of Thunderbird
     Resources GP Sub,

   * Exhibit M: The form of management incentive Plan,

   * Exhibit N: the list of proposed directors and officers of
     reorganized GMXR,

   * Exhibit O: form of exit facility term sheet,

   * Exhibit P: form of creditor trust agreement, and

   * Exhibit Q: schedule of executory contracts and unexpired
     leases to be assumed and assigned to new GMXR.

On Dec. 4, 2013, the Bankruptcy Court approved the Company's First
Amended Disclosure Statement to accompany the First Amended Joint
Plan of Reorganization of GMX Resources Inc. and its Debtor
Subsidiaries under Chapter 11 of the Bankruptcy Code.  A copy of
the Disclosure Statement is available at http://is.gd/XGTsMr

The Court has set Jan. 21, 2014 at 1:30 p.m. central time, as the
date and time for hearing on confirmation of the Plan and to
consider any objections to the Plan.  The confirmation hearing
will be held in the Ninth Floor Courtroom, Old Post Office
Building, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma.

                             GMX Plan

The revised Chapter 11 plan is based on a settlement between
senior secured noteholders and unsecured creditors.  Senior
secured noteholders are to assume ownership of the Debtors in
exchange for $336.3 million of the $402.4 million they're owed --
a recovery of about 83 percent.  The plan reduces debt by $505
million.  The senior noteholders will waive their $64 million
deficiency claim if unsecured creditors vote in favor of the plan.

Second-lien notes totaling $51.5 million and $42.3 million in
convertible notes will be treated as unsecured debt.  Similarly,
$2 million in old senior notes will be in the class of unsecured
creditors.

Unsecured creditors will share $1.5 million in cash, for a
recovery estimated at 1 percent or an undetermined larger amount
as a result of successful lawsuits.

Before the settlement, the unsecured creditors' committee objected
to selling the assets to lenders in exchange for debt.  The
lenders had won an auction to buy the assets in a debt swap.  The
committee said the sale would have left nothing for unsecured
creditors.

The settlement abandoned the idea of standalone sale, in favor of
giving ownership to senior noteholders through the plan.

The $51.5 million in 9 percent second-lien notes last traded on
Dec. 3 for less than 1 cent on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority. The $48.3 million in senior unsecured notes due 2015
traded on Nov. 20 for less than 1 cent, according to Trace.

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

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

                        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 Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph
Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors'
counsel.  Special Local Counsel, Conflicts Counsel and Litigation
Counsel for the Debtors are William H. Hoch, Esq., and Christopher
M. Staine, Esq., at CROWE & DUNLEVY, P.C.

Counsel to Backstop Lenders under DIP Financing and Steering
Committee of Holders of Senior Secured Notes are Brian Hermann,
Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP.

Counsel to the Unsecured Creditors Committee is Jason Brookner,
Esq., at LOOPER REED & MCGRAW P.C.  Looper Reed replaced Winston &
Strawn LLP, effective as of April 25, 2013.  The Committee tapped
Conway MacKenzie, Inc., as financial advisor.


GOLDKING HOLDINGS: Claims Bar Date Set for Feb. 28
--------------------------------------------------
The U.S. Bankruptcy Court in Houston, Texas, established Feb. 28,
2014 at 5:00 p.m. (prevailing Central Time) as the deadline to
file Proofs of Claim in the Chapter 11 cases of Goldking Holdings,
LLC, Goldking Onshore Operating, LLC, and Goldking Resources, LLC.

The Bar Date Order requires all entities that have or assert any
pre-petition claims against the Debtors to file proofs of claim
with the Clerk of Court for the U.S. District Court for the
Southern District of Texas, so that their proofs of claim are
actually received by the Clerk of Court on or before the General
Bar Date.

Meanwhile, the last date and time for governmental units as
defined in section 101(27) of the Bankruptcy Code to file Proofs
of Claim against the Debtors and their estates is April 28, 2014
at 5:00 p.m. (prevailing Central Time).

If the Debtors amend or supplement their Schedules subsequent to
the publication of this Notice, the Debtors will give notice of
any such amendment or supplement to the holders of Claims affected
thereby, and such holders shall be afforded the later of (i) the
General Bar Date or (ii) 5:00 p.m. (prevailing Central Time) on
the date that is 30 days from the date on which the notice is
given, to file Proofs of Claim in respect of their Claims.

The last date and time for any person or entity (including,
without limitation, individuals, partnerships, corporations, joint
ventures, and trusts) whose Claim arises out of the Court-approved
rejection of an executory contract or unexpired lease in
accordance with section 365 of the Bankruptcy Code to file a Proof
of Claim on account of the Rejection Damage Claim is the later of
(i) the General Bar Date or (ii) 5:00 p.m. (prevailing Central
Time) on the date that is 30 days following the entry of the order
approving the rejection of the executory contract or unexpired
lease pursuant to which the entity asserting the Rejection Damage
Claim is a party.

Any entity not excepted from filing a Proof of Claim pursuant to
the Bar Date Order, that fails to do so by the applicable Bar
Date, shall not be permitted to (a) vote to accept or reject any
plan filed in the chapter 11 cases, (b) participate in any
distribution on account of that Claim, or (c) receive further
notices regarding that Claim.

On Dec. 20, 2013, the Debtors delivered to the Court formal
schedules of assets and liabilities.  In its schedules, Holdings
said the value of real property assets is undetermined while
personal property total $16,170.28.  Holdings disclosed
$11,446,314 in total secured claims and $38,567 in unsecured non-
priority claims for total liabilities of $11,484,881.

                      About Goldking Holdings

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

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

The Debtors' are represented by:

     Scott W. Everett, Esq.
     Christopher L. Castillo, Esq.
     HAYNES AND BOONE, LLP
     1221 McKinney Street, Suite 2100
     Houston, TX 77010
     Tel: (713) 547-2250
     Fax: (713) 236-5413

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

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

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


GREEN FIELD ENERGY: May Consent to Chap. 11 Examiner Appointment
----------------------------------------------------------------
Green Field Energy Services, Inc., et al., in papers filed with
the U.S. Bankruptcy Court for the District of Delaware, said they
intend to file a response to the Official Committee of Unsecured
Creditors' motion for appointment of a Chapter 11 examiner and are
considering the appointment of an examiner.

"If the Debtors decide to consent to the appointment of an
examiner, their response will detail the parameters under which
the appointment of an examiner may be appropriate.  Furthermore,
should the Debtors consent to the appointment of an examiner, they
will work with the Committee to present a mutually acceptable form
of order at the January 13, 2014, hearing," the Debtors' counsel,
Michael Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, states.

The Debtors also responsed to the Creditors' Committee's motion
for leave, standing and exclusive authority to commence, prosecute
and settle certain causes of action on behalf of the Debtors'
estates.  In its Standing Motion, the Committee stated that
litigation against SWEPI, LP, should proceed on a dual track as
the outcome of the Shell litigation will have some impact on the
Court's consideration of the restructuring support agreement with
the Moreno Entities, Turbine Powered Technology, LLC, Shell, and
certain consenting noteholders.  Mr. Nestor asserts that
litigation against Shell is not necessary at this time, would
waste precious estate resources and time, and would, in fact,
prove detrimental to the Debtors' estates and creditors, including
to unsecured creditors.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the factual allegations of the Committee's lawsuit against
Shell are unknown publicly because papers were filed under seal.
The bankruptcy judge in Delaware scheduled a hearing on Jan. 13 to
decide whether there will be an examiner. At the same hearing, he
will decide if the papers must be made public.  The hearing on
allowing the committee to sue will take place Feb. 4.

                   About Green Field Energy

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

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

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

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

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

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

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


GREEN GLOBAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Green Global, LLC
        PO Box 277
        Southwest, PA 15685

Case No.: 14-20131

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Hon. Thomas P. Agresti

Debtor's Counsel: Christopher M. Frye, Esq.
                  STEILDL & STEINBERG
                  Suite 2830 Gulf Tower
                  707 Grant Street
                  Pittsburgh, PA 15219
                  Tel: 412-391-8000
                  Fax: 412-391-0221
                  Email: chris.frye@steidl-steinberg.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nick Shilatz, Jr., managing member of
USB, LLC.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb14-20131.pdf


HOSPITALITY STAFFING: Court OKs Edelman as Communications Provider
------------------------------------------------------------------
Hospitality Staffing Solutions, LLC and its debtor-affiliates
sought and obtained authorization from the Hon. Brendan L. Shannon
of the U.S. Bankruptcy Court for the District of Delaware to
employ Daniel J. Edelman, Inc. to provide communications services
to the Debtors, nunc pro tunc to the Oct. 24, 2013 petition date.

Daniel Edelman will provide the Debtors strategic communications
counsel and support.

The principal terms of Daniel Edelman's engagement are:

   (a) Prepayment: The Engagement Letter provides that Daniel
       Edelman will pre-bill the Debtors a one-time amount of
       $50,000, which amount will cover estimated fees and
       expenses.  The prepayment must be paid prior to the
       performance of any Services under the Engagement Letter.
       Edelman received the $50,000 prepayment on Oct. 15, 2013.
       In addition, Daniel Edelman received a second prepayment of
       $12,500 on Oct. 23, 2013 as a result of additional fees and
       expenses generated in preparation for the announcement of
       these Chapter 11 cases.  As of the petition date, all
       prepayments had been applied by Daniel Edelman and no
       balances on the prepayments remained.

   (b) Compensation: Daniel Edelman will be compensated for its
       services on a monthly basis pursuant to current hourly
       billing rates.  The hourly rates for the Daniel Edelman
       staff anticipated to be assigned to this matter are as
       follows:

       General Manager/Managing Director      $650
       Executive Vice President/DGM           $550
       Senior Vice President                  $435
       Vice President                         $375
       Senior Account Supervisor              $320
       Account Supervisor                     $225
       Senior Account Executive               $205
       Account Executive                      $185
       Assistant Account Executive            $175
       Administrative Assistant               $95

   (c) Reimbursement of Expenses: Edelman will be reimbursed on a
       monthly basis for reasonable out-of pocket expenses
       including, but not limited to, in-house photocopying, local
       telephone calls, certain long distance and teleconference
       calls and postage.

Lex Suvanto, managing director of Financial Communications and
Special Situations at Daniel Edelman, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

Daniel Edelman can be reached at:

       Lex Suvanto
       DANIEL J. EDELMAN, INC.
       250 Hudson Street, 16th Floor
       New York, NY 10013
       Tel: (212)768-0550

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


HOSPITALITY STAFFING: Court OKs Hiring of Duff & Phelps as Banker
-----------------------------------------------------------------
Hospitality Staffing Solutions, LLC and its debtor-affiliates
sought and obtained permission from the Hon. Brendan L. Shannon of
the U.S. Bankruptcy Court for the District of Delaware to employ
Duff & Phelps Securities, LLC, as investment banker, nunc pro tunc
to the Oct. 24, 2013 petition date.

The Debtors require Duff & Phelps to:

   (a) review and analyze the financial and operating statements
       of the Company;

   (b) review and analyze the Debtors' financial projections;

   (c) assist the Debtors in evaluating, structuring, negotiating,
       and implementing the terms and conditions of any
       Transaction;

   (d) assist the Debtors in preparing descriptive material to be
       provided to potential parties to a Transaction;

   (e) prepare lists of potential purchasers and present it to the
       Debtors;

   (f) with the assistance of the Debtors, prepare a Teaser and
       Confidential Information Memorandum and a summary which
       will be discussed with and approved by the Company;

   (g) contact potential purchasers to solicit their interest in
       the Transaction and provide them with the Confidential
       Information Memorandum under a confidential disclosure
       agreement which has been approved by the Company;

   (h) participate in due diligence visits, meetings, and
       consultations between the Company and interested potential
       purchasers and coordinate distribution of all information
       related to the Transaction with such parties;

   (i) assist the Company with evaluating offers, indications of
       interests, negotiating agreements and definitive contracts;

   (j) provide testimony in connection with the hearing to approve
       sale procedures and the hearing to approve any proposed
       sales; and

   (k) otherwise assist the Company, its attorneys and
       accountants, as necessary, through closing on a best
       efforts basis.

As set forth in the Engagement Agreement, the Debtors and Duff &
Phelps have agreed to the following terms of compensation:

    -- Monthly Fees and Weekly Fees: The Engagement Agreement
       provides that the Debtors will pay Duff & Phelps: (i) a
       monthly cash fee ("Monthly Fees") of $25,000, which shall
       be paid in advance on the first business day of each month
       for each month of the engagement beginning on Nov. 1, 2013
       through the earliest of (a) the earlier of (1) Dec. 31,
       2013 and (2) the "Termination Date", and (b) a weekly cash
       fee ("Weekly Fees") of $6,250, which shall be paid in
       advance on each Wednesday of each week for each week of the
       engagement, beginning on Jan. 1, 2014 through the
       Termination Date.  The term "Termination Date" means the
       earlier of (i) the termination of the Engagement Agreement
       in accordance with certain provisions of the agreement; and
       (ii) the effective date of a Transaction; (iii) the date on
       which the Bankruptcy Court enters an order approving a
       Transaction; and (iv) Dec. 31, 2013.  The Monthly Fees and
       the Weekly Fees are nonrefundable and will be deemed earned
       when paid.

    -- Transaction Fee: If a Transaction occurs either: (i) during
       the term of Duff & Phelps's engagement hereunder or (ii) at
       any time during the 9 month period following the effective
       date of termination of Duff & Phelps's engagement (the
       "Tail Period"), Duff & Phelps may receive, concurrently
       with the closing of the Transaction, a non-refundable
       "Transaction Fee" equal to (A) with respect to any
       Transaction consummated with any person or entity other
       than Solutions and its affiliates, (1) $350,000 plus (2) 2%
       of the aggregate Consideration greater than $20 million or
       (B) with respect to any Transaction consummated with
       Solutions and its affiliates, $200,000; provided, however,
       that, in the case of clause (B) and at the sole and
       absolute discretion of HSS DIP LLC, the Transaction Fee may
       be increased by an amount not to exceed $150,000; provided
       further that, in any event, the aggregate Transaction Fee
       plus the Monthly Fees and the Weekly Fees due D&P hereunder
       shall be no less than $250,000.  A Transaction Fee earned
       during the Tail Period shall only apply in the event that a
       Transaction is consummated with a party contacted by Duff &
       Phelps, as reflected on a list provided by Duff & Phelps at
       the time that its engagement is terminated under the
       Engagement Agreement.

    -- Expenses: In addition to the fees, the Engagement
       Agreement requires the Debtors to reimburse Duff & Phelps
       for all of Duff & Phelps's reasonable, out-of-pocket and
       incidental expenses incurred in connection with the
       engagement, including documented expenses for travel,
       meals, lodging, computer and research charges, virtual data
       room set-up and maintenance and reasonable attorneys' fees.

Prior to entering into the Engagement Agreement, Duff & Phelps was
retained by the Debtors in July 2013 to provide investment banking
services and engage in marketing efforts on the Debtors' behalf.
As such, in the one-year period prior to the petition date, Duff &
Phelps received payment from the Debtors in the approximate amount
of $112,500 in fees and $12,764.73 in expenses for a total of
$125,264.73 for services rendered.

Brian J. Cullen, managing director of Duff & Phelps, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Duff & Phelps can be reached at:

       Brian J. Cullen
       DUFF & PHELPS SECURITIES, LLC
       10100 Santa Monica Blvd., Suite 1100
       Los Angeles, CA 90067
       Tel: +1 424 249 1650

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


INFUSYSTEM HOLDINGS: To Present at Sidoti Conference Today
----------------------------------------------------------
InfuSystem Holdings, Inc., will present at the Sidoti & Company
Semi-Annual Microcap Conference on Monday, Jan. 13, 2014, at the
Grand Hyatt Hotel in New York City.

The presentation will take place at 11:20 a.m. Eastern Time in
Estate 4.  Eric Steen, chief executive officer, will provide a
company overview.

                      About InfuSystem Holdings

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

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


JAZZ FINANCING: Moody's Rates New Senior Secured Revolver 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new senior
secured revolver of Jazz Financing I, Ltd., a wholly owned
subsidiary of Jazz Pharmaceuticals plc.  Concurrently, Moody's
affirmed the Ba3 Corporate Family Rating and bank credit
facilities as well as the B1-PD Probability of Default Rating and
SGL-1 Speculative Grade Liquidity Rating. Moody's affirmed the
term loan of Jazz Pharmaceuticals, Inc. which is being upsized by
up to $400 million.

The new revolver and incremental term loan will be used with cash
on hand to fund the acquisition of Gentium S.p.A. announced in
December 2013 for approximately $1 billion. After the close of the
transaction, Moody's plans to withdraw the rating on the existing
revolver that is being replaced.

Rating assigned to Jazz Financing I, Ltd.

Ba3 (LGD 3, 34%) senior secured revolving credit facility

Ratings of Jazz Pharmaceuticals, Inc. affirmed:

Ba3 Corporate Family Rating

B1-PD Probability of Default Rating

Ba3 (LGD 3, 34%) senior secured credit facilities

SGL-1 Speculative Grade Liquidity Rating

The new revolver is to be guaranteed by Jazz Pharmaceuticals, plc,
Jazz Pharmaceuticals, Inc. and all material subsidiaries.
Borrowers under the revolver could include Jazz Pharmaceuticals,
Inc., Jazz Financing I, Ltd., or Jazz Pharmaceuticals Ireland
Limited, a subsidiary of Jazz Pharmaceuticals, plc.

Ratings Rationale

Jazz's Ba3 Corporate Family Rating reflects its limited scale and
high product concentration in Xyrem, driving over 60% of sales.
Concentration risk is elevated by patent challenges on Xyrem.
Offsetting these risks, Jazz's products treat critical medical
conditions, have limited competition, and provide considerable
pricing flexibility. In addition, the generic challengers to Xyrem
face high hurdles from both a regulatory and an intellectual
property standpoint. Jazz's growth prospects are robust, supported
by Xyrem, Erwinaze, and the newly acquired orphan drug Defitelio.
The acquisition of Gentium S.p.A. in December 2013 increases
financial leverage to about 3.0 times but Moody's expect rapid
deleveraging to under 2.0 times within a year through EBITDA
growth and good cash flow generation to repay revolver borrowings.

Business development is likely to continue but Moody's believes
debt/EBITDA is unlikely to be sustained above 2.5 times absent an
unforeseen operating setback.

The rating outlook is stable, reflecting Moody's expectations of
strong top-line growth, rapid deleveraging due to EBITDA growth
and debt repayment. Moody's could upgrade the ratings if revenues
exceed $1 billion, if concentration among Jazz's top 3 products
drops below 60% of total sales and if leverage is sustained below
2.5 times. However, an upgrade would likely require favorable
resolution of the outstanding Xyrem patent challenges. Moody's
could downgrade the ratings if leverage exceeds 3.0 times either
due to operating challenges or to business development. Operating
challenges could include a generic Xyrem launch or supply
disruptions.

Jazz Pharmaceuticals, Inc. and Jazz Financing I, Ltd. are
subsidiaries of Jazz Pharmaceuticals plc, a specialty pharma
company with a portfolio of products that treat unmet needs in
narrowly focused therapeutic areas. Total revenues for the twelve
months ended September 30, 2013 were approximately $680 million.


JEFFERSON COUNTY: Moody's Withdraws 'Ca' Rating on Sewer Warrants
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ca rating on Jefferson
County (AL) sewer revenue warrants as a result of the county's
exit from bankruptcy. The county closed on the new sewer revenue
warrants that refunded all outstanding sewer debt, imposing losses
on prior warrantholders.

SUMMARY RATINGS RATIONALE

Withdrawal of the Ca ratings on Jefferson County's outstanding
sewer warrants is a result of the issuance of new sewer revenue
warrants on December 3, 2013 and use of proceeds to retire
outstanding county sewer debt. The sale of the new sewer revenue
warrants coincided with the county's exit from Chapter 9
bankruptcy. Jefferson County had been in default on its sewer
revenue warrants since 2008. On Nov. 9, 2011, the Jefferson County
Commission filed a petition seeking bankruptcy protection under
Chapter 9 and on March 4, 2012, the bankruptcy court entered an
order for relief in the county's bankruptcy case. As a condition
of the county's plan of adjustment to exit bankruptcy, it issued
$1.78 billion Series 2013 Sewer Revenue Warrants to refund the
county's $3.01 billion of outstanding sewer revenue warrants.

Moody's calculates a recovery to previous warrantholders of 54%,
consistent with the 35 to 65% recovery range denoted by the Ca
rating category. "Our recovery calculation takes into
consideration the amount recovered or paid to creditors (not
including payments made by bond insurers) divided by principal and
accrued interest on the old sewer warrants. In this case, we took
the distribution to creditors of $1.7 billion and divided it by
the principal and interest owed of $3.2 billion, for an ultimate
recovery of 54%," Moody's says.

The county's outstanding General Obligation Warrants (Caa3),
Limited Obligation School Warrants (B3), Jefferson County Public
Building Authority Lease Revenue Warrants (Ca) and the Birmingham-
Jefferson Civic Center Authority's special tax bonds (Ba3) are all
currently under review for possible upgrade. The review is focused
on the forward-looking credit quality of each type of debt post-
bankruptcy.


JJE & MM GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: JJE & MM Group LLC
        846 McDonald Avenue
        Brooklyn, NY 11218

Case No.: 14-40088

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Carla E. Craig

Debtor's Counsel: Noson A Kopel, Esq.
                  ATTORNEY-AT-LAW
                  1653 President Street
                  Brooklyn, NY 11213
                  Tel: 718-493-0995
                  Fax: 718-493-0840
                  Email: nkopel@covad.net

Total Assets: $3.60 million

Total Debts: $2.90 million

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


K-V PHARMACEUTICAL: DC Circ. Revives FDA Enforcement Row
--------------------------------------------------------
Law360 reported that the D.C. Circuit revived a K-V Pharmaceutical
Co.'s suit attempting to force the U.S. Food and Drug
Administration to block pharmacies from producing cheaper
compounded versions of K-V's preterm-birth prevention drug Makena.

According to the report, in a brief order, a three-judge panel for
the appeals court vacated a September 2012 order by U.S. District
Judge Amy Berman Jackson that had dismissed the suit. Judge
Jackson's ruling found that the FDA's enforcement actions are
immune from judicial review.

                      About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori
R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KEYSTONE AUTOMOTIVE: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Keystone Automotive Operations Inc., including the 'B'
corporate credit rating, following the completion of the company's
acquisition by LKQ Corp. and the full repayment of Keystone's
rated debt outstanding.


KEYWELL LLC: Court Approves Panel's Hiring of Alvarez & Marsal
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Keywell L.L.C.
sought and obtained authorization from the Hon. Eugene R. Wedoff
of the U.S. Bankruptcy Court for the Northern District of Illinois
to retain Alvarez & Marsal North America, LLC, as financial
advisors to the Committee, nunc pro tunc to Oct. 7, 2013.

The Committee requires Alvarez & Marsal to:

   (a) advise the Committee on matters related to the Committee's
       interests in the sale of the Debtor's assets;

   (b) assist with the review of the Debtor's cost/benefit
       evaluations with respect to the assumption or rejection of
       executory contracts and/or unexpired leases;

   (c) assist with the review of the business model, operations,
       liquidity situation, properties, assets and liabilities,
       financial condition, and prospects of the Debtor;

   (d) assist in the review of financial information distributed
       by the Debtor to the Committee, its advisors and creditors
       and others, including, but not limited to, cash flow
       projections and budgets, cash receipts and disbursement
       analysis, and analysis of various asset and liability
       accounts;

   (e) attend meetings with the Debtor, the Debtor's lenders and
       creditors, the Committee and any other official committees
       organized in the chapter 11 case, the U.S. Trustee, other
       parties in interest and professionals hired by the same, as
       requested;

   (f) assist with a review of the Debtor's proposed key employee
       retention and other critical employee benefit programs;

   (g) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in this
       chapter 11 case; and

   (h) render such other general business consulting or such other
       assistance as the Committee or its counsel may deem
       necessary, consistent with the role of a financial advisor
       and not duplicative of services provided by other
       professionals in the chapter 11 case.

Alvarez & Marsal will receive payment of $25,000 per month plus a
$105,000 success fee.  The success fee will be paid when the
Debtor agrees to provide general unsecured creditors with a
recovery that is equal to or greater than sixty cents per dollar.
Any additional services will be subject to fees based on Alvarez &
Marsal's standard hourly rates at the time of such services unless
otherwise agreed among Alvarez & Marsal, the Committee, and the
Debtor.

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Kelly B. Stapleton, managing director of Alvarez Marsal, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Alvarez & Marsal can be reached at:

       Kelly B. Stapleton
       ALVAREZ & MARSAL NORTH AMERICA, LLC
       600 Madison Avenue, 8th Floor
       New York, NY 10022
       Tel: +1 212 759 4433
       Fax: +1 212 759 5532

                       About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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


KEYWELL LLC: Hires Barnes & Thornburg as Environmental Counsel
--------------------------------------------------------------
Keywell L.L.C. seeks authorization from the Hon. Eugene R. Wedoff
of the U.S. Bankruptcy Court for the Northern District of Illinois
to employ Bruce White and Barnes & Thornburg LLP as environmental
counsel.

The Debtor requires Barnes & Thornburg to:

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

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

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

Barnes & Thornburg will be paid at these hourly rates:

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

Barnes & Thornburg will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

Barnes & Thornburg can be reached at:

       Bruce White, Esq.
       BARNES & THORNBURG LLP
       One North Wacker Drive, Suite 4400
       Chicago, IL 60606
       Tel: (312) 214-4584
       Fax: (312) 759-5646
       E-mail: bruce.white@btlaw.com

                       About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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


LEW LLC: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: LEW, LLC
        P.O. Box 6
        Semmes, AL 36575

Case No.: 14-00075

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Hon. Margaret A. Mahoney

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY, WETTERMARK, EVEREST, RUTENS
                  & GAILLARD, LLP
                  P. O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  Email: bgalloway@gallowayllp.com

Total Assets: $998,000

Total Debts: $1.09 million

The petition was signed by John W. Williams, Jr., managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/alsb14-75.pdf


LOEHMANN'S HOLDINGS: 7-Member Creditors' Committee Named
--------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
pursuant to Section 1102(a)(1) of the Bankruptcy Code, appointed
seven members to the Official Committee of Unsecured Creditors in
the bankruptcy case of Loehmann's Holdings Inc., et al.

The Committee members are:

      1. C2 Imaging LLC
         423 West 55th Street
         New York, New York 10019
         Attn: Christopher Prokop, Controller
         Tel: (646) 557-6385

      2. National Retail Consolidators
         2820 16th Street
         North Bergen, New Jersey 07047
         Attention: Bennett N. Wasserman, Director of Credit &
         Collection
         Tel: (201) 330-1900

      3. Juicy Couture
         590 West Side Avenue
         North Bergen, New Jersey 07047
         Attn: Elaine Goodell, Vice President
         Telep: (201) 295-6407

      4. CHL Design Forum LTD.
         1350 Broadway, Suite 1004
         New York, New York 10018
         Attention: Jasmine Chen, Chief Financial Officer
         Teleph: (212) 695-9600

      5. Rutherford JV
         174 Millburn Avenue - 4th Floor
         Millburn, New Jersey 07041
         Attention: Michael Nachtome, Vice President & General
         Counsel
         Tel: (973) 376-7650


      6. DDR Corp.
         3300 Enterprise Parkway
         Beachwood, Ohio 44122
         Attention: Eric C. Cotton, Associate General Counsel
         Tel: (216) 755-5660

      7. Regency Centers L.P.
         One Independent Drive, Suite 114
         Jacksonville, Florida 32202
         Attn: Ernst A. Bell, Senior Litigation Counsel
         Tel: (904) 598-7685

                        About Loehmann's

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

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

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

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

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

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


LONE PINE: Canadian Court Approves Restructuring Plan
-----------------------------------------------------
Lone Pine Resources Inc. on Jan. 9 disclosed that the Court of
Queen's Bench of Alberta has issued an order sanctioning and
approving Lone Pine's previously announced First Amended and
Restated Plan of Compromise and Arrangement under the Companies'
Creditors Arrangement Act.

The Plan provides for, among other things, the conversion of all
outstanding 10.375% senior notes due 2017 and other affected
unsecured claims into new common shares, an offering of new
preferred shares to eligible affected creditors to raise between
US$100 million and US$110 million in new capital, and the
cancellation of all outstanding shares of Lone Pine common stock.

The Company intends to seek an order recognizing and enforcing the
Sanction Order in the United States under Chapter 15 of the U.S.
Bankruptcy Code from the United States Bankruptcy Court for the
District of Delaware at a hearing scheduled for Thursday, January
16, 2014.

Implementation of the Plan remains subject to receipt of the U.S.
Recognition Order and to satisfaction or waiver of the various
other conditions precedent set forth in the Plan.  Assuming
satisfaction or waiver of these conditions within the expected
time frames, the Company currently anticipates implementing the
Plan and completing its restructuring on or before, Jan. 31, 2014.

The Sanction Order also further extended the stay of proceedings
against Lone Pine, its subsidiaries and its directors and
officers, initially ordered by the Court on Sept. 25, 2013 in
connection with the commencement of creditor protection
proceedings under the CCAA and subsequently recognized by the U.S.
Court under Chapter 15, be further extended to the earlier of the
Plan implementation date and Jan. 31, 2014.

                    About Lone Pine Resources

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

Lone Pine entered bankruptcy protection in Canada on Sept. 25,
2013, under the Companies' Creditors Arrangement Act and received
an initial protection order from an Alberta court the same day.
Lone Pine Resources simultaneously filed for Chapter 15 protection
in Delaware in the United States (Bankr. D. Del. Case No. 13-
12487) to seek recognition of the CCAA proceedings.

Lone Pine, LPR Canada and all other subsidiaries of the Company
are parties to the CCAA and Chapter 15 proceedings.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.

Lone Pine's plan of reorganization is a debt-for-equity swap that
would allow it to shed $195 million in bond debt.  Noteholders are
to receive 100 percent ownership of the new common stock.  The
existing $180 million secured bank credit will be paid in full
with proceeds from a new asset-backed loan.  General unsecured
creditors will share a $700,000 fund.  Current equity holders are
being wiped out.


LOTHIAN OIL: 5th Cir. Rules on Shoshana Trust et al., Appeal
------------------------------------------------------------
In September 2009, an unofficial committee of shareholders of
Lothian Oil Inc. filed a post-confirmation challenge in the
bankruptcy court to the company's Second Modified Amended Joint
Plan of Liquidation, alleging that several property transfers
approved by the Plan resulted from improper inside dealing.  In a
decision that was later affirmed by United States Court of
Appeals, Fifth Circuit, in Anti Lothian Bankruptcy Fraud Comm. v.
Lothian Oil, Inc. (In re Lothian Oil, Inc.), 508 F. App'x 352 (5th
Cir. 2013) ("Lothian III"), the bankruptcy judge rejected the
Anti-Lothian Committee's challenge to the Restructuring Plan.
Shortly thereafter, Shoshana Trust et al., filed a state-court
action in Kings County, New York, alleging the same purported
misconduct that the Anti-Lothian Committee raised in the
bankruptcy proceeding.  The complaint asserts numerous state-law
claims against a variety of individuals and corporate entities
involved with the Lothian bankruptcy and seeks, among other
relief, a constructive trust over the oil and gas properties
transferred from the Lothian estate during the bankruptcy.

On February 1, 2010, one of the defendants removed the Kings
County case to the United States District Court for the Eastern
District of New York.  On April 22, 2010, the New York federal
court denied Shoshana Trust et al.'s motions for remand and
mandatory abstention and granted defendants' motion to transfer
the case to the Western District of Texas.  The Texas federal
district court then referred the case to the bankruptcy court,
which treated it as an adversary proceeding associated with the
Lothian bankruptcy.

While the Kings County case was working its way from New York
state court to the Texas bankruptcy court, one of the defendants
filed a motion in the Lothian bankruptcy proceeding to enjoin
Shoshana Trust et al., from prosecuting the case on the ground
that doing so violated the Restructuring Plan.  On April 15, 2010,
the bankruptcy court issued a permanent injunction prohibiting
Shoshana Trust et al., from pursuing the Kings County case and
later issued contempt sanctions against Shoshana Trust et al., and
their counsel for failing to comply with the injunction.  The
district court affirmed the injunction on appeal, but vacated the
sanctions order.  In an opinion issued after briefing was
complete, a panel of the Fifth Circuit affirmed both the
injunction and the bankruptcy court's imposition of contempt
sanctions.

While the injunction was on appeal, the bankruptcy court allowed
the parties to file motions relating to the Kings County case so
long as they did so in the adversary proceeding.  Several of the
defendants filed motions to dismiss, which the bankruptcy court
granted, holding, among other things, that it had core
jurisdiction over the case and that Shoshana Trust et al., lacked
standing to assert the claims in the Kings County complaint.
Shoshana Trust et al., appealed those dismissal orders to the
district court, which dismissed Shoshana Trust et al.'s appeals as
untimely, except with respect to the appeal of the bankruptcy
court order granting Appellee Tom Kelly's motion to dismiss.  The
district court affirmed the Kelly Dismissal Order, finding that
the bankruptcy court had core jurisdiction over Shoshana Trust et
al.'s claims against Kelly and properly dismissed those claims on
standing grounds.

Shoshana Trust et al., have challenge numerous rulings by the
bankruptcy and district courts in the adversary proceeding,
including the Kelly Dismissal Order and the district court's
decisions concerning the timeliness of their appeals. Kelly, who
is proceeding pro se, has informed the Fifth Circuit only that he
agrees with the district court's decision concerning Shoshana
Trust et al.'s claims against him.  The other appellees urge that
the district court correctly found that Shoshana Trust et al.,
failed to timely appeal the bankruptcy court orders dismissing
them.  The parties have also submitted a variety of motions, both
before and after oral argument.

In a decision dated January 7, 2014, available at
http://is.gd/feVf25from Leagle.com, a three-judge panel of the
Fifth Circuit affirmed the district court's order holding that the
bankruptcy court had core jurisdiction over Shoshana Trust et al.,
claims against Kelly and that Shoshana Trust et al., lack standing
to assert those claims.  Because Shoshana Trust et al., also lack
standing to assert any of their remaining claims, the Fifth
Circuit dismissed the remainder of the appeal for lack of
jurisdiction.  Shoshana Trust et al.'s motions for reinstatement
of the so-called 10-50407 appeal and transfer to the Second
Circuit are denied.  All other pending motions are denied as moot.

The appellate case is, SHOSHANA TRUST, Lothian Cassidy Claimant,
Capital One Northfork Claimant, Big Lake Claimant; ANNA MEISHER
PENSION PLAN, Lothian Cassidy Claimant, Capital One Northfork
Claimant; YG TRUST, Lothian Cassidy Claimant, Capital One
Northfork Claimant; AKBERALI KHAKEE PENSION PLAN, Capital One
Northfork Claimant, Webb Claimant; PENSION SOLUTIONS, Capital One
Northfork Claimant; 731 895 866, L.L.C., Capital One Northfork
Claimant; LISTOKIN FAMILY TRUST, BPZ Claimant; MYG TRUST, Put
Exercise Claimant; HERZBERG FAMILY TRUST, Put Exercise Claimant;
YYSD TRUST, Put Exercise Claimant; SPITZER FAMILY TRUST, Put
Exercise Claimant; MOSES FAMILY TRUST, Put Exercise Claimant;
BRENDA CRAYK, Put Exercise Claimant; HIRSHBERG FAMILY TRUST, Put
Exercise Claimant; JG TRUST, Put Exercise Claimant; S. POLLAK
AUDIOLOGICAL P.C. PROFIT SHARING PLAN, Put Exercise Claimant;
JACOB DEKELBAUM, Big Lake Claimant; MIRIAM DEKELBAUM, Big Lake
Claimant; YS TRUST, Big Lake Claimant; ISRAEL GROSSMAN, Webb
Claimant, Big Lake Claimant, Casselman Well and Compensation
Claimant; FEINBERG FAMILY TRUST, Put Exercise Claimant; SHORIVGER
TRUST, BPZ Claimant; LOTHIAN CASSIDY, L.L.C., Appellants,
v.
BRUCE RANSOM; TOM KELLY; SETH MARKOWITZ; VINCE BORRELLO; DAVIS
GERALD & CREMER; WALTER MIZE, being sued as "Estate of Walter
Mize"; KEN LEVY, Appellee was originally in State Court action and
has never been served, There are Orders to Seek Summons currently
pending in Bankruptcy Court.; EUI-YULL HWANG, Appellee was
originally in State Court action and has never been served, There
are Orders to Seek Summons currently pending in Bankruptcy Court.;
RAOUL BAXTER, Appellee was originally in State Court action and
has never been served, There are Orders to Seek Summons currently
pending in Bankruptcy Court.; DANNY MASTERS, Appellee was
originally in State Court action and has never been served, There
are Orders to Seek Summons currently pending in Bankruptcy Court.;
JOHN CARLSON, Appellee was originally in State Court action and
has never been served, There are Orders to Seek Summons currently
pending in Bankruptcy Court.; LOTHIAN ENERGY, P.L.C., Appellee was
originally in State Court action and has never been served, There
are Orders to Seek Summons currently pending in Bankruptcy Court.;
BCP, INCORPORATED, Appellee was originally in State Court action
and has never been served, There are Orders to Seek Summons
currently pending in Bankruptcy Court.; BIG LAKE SERVICES,
INCORPORATED; ALAN GELBAND; SCOTT WILSON; CASEY DAVIDSON,
Appellees, No. 12-50462 (5th Cir.).

                         About Lothian Oil

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


M*MODAL INC: Bank Debt Trades at 14% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 86.05 cents-on-the-
dollar during the week ended Friday, December 20, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.55
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


M&M MARKETING: Transfers to Cronk et al. Not Avoidable
------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney in Nebraska ruled that the
transfers made by M&M Marketing, L.L.C. and Premier Fighter,
L.L.C., to Jerry Cronk; Cheryl Cronk; Jerome Langdon; and Coleen
Langdon are not avoidable.  Judge Mahoney said Cronk et al.
received from the insolvent debtors less than they loaned the
debtors, on a netting basis.  The defendants acted in good faith
and gave reasonably equivalent value for the transfers. The
transfers received by the defendants are not avoidable as
fraudulent either under an actual fraud theory or a constructive
fraud theory.

The defendants transferred the following amounts to M & M on the
dates indicated:

     Date          Transferor                     Amount
     ----          ----------                     ------
   03/05/2007      Jerry and Cheryl Cronk       $98,000.00
   03/08/2007      Jerry and Cheryl Cronk      $102,000.00
   06/05/2007      Jerry and Cheryl Cronk      $227,000.00
   07/09/2007      Jerry and Cheryl Cronk       $19,000.00
   02/26/2008      Jerry and Cheryl Cronk      $295,000.00
   02/27/2007      Coleen and Jerome Langdon    $75,000.00
   03/01/2007      Coleen and Jerome Langdon    $70,000.00
   03/05/2007      Coleen and Jerome Langdon    $50,000.00
   11/14/2007      Coleen and Jerome Langdon   $350,000.00
   11/14/2007      Coleen and Jerome Langdon    $75,000.00
   11/20/2007      Coleen and Jerome Langdon    $75,000.00

The transfers were loans made by the defendants to M & M, the
terms of which required payment in full within 90 days of the loan
being made.

The loans, other than a promissory note executed on March 6, 2007,
to the Langdons for $370,000, were based on oral agreements.

M & M transferred these amounts to the following defendants on the
dates indicated:

     Date          Recipient                      Amount
     ----          ---------                      ------
   05/15/07        Jerry and Cheryl Cronk        $250,000
   06/07/07        Coleen and Jerome Langdon     $469,995
   04/04/08        Coleen and Jerome Langdon     $175,000
   04/28/08        Coleen and Jerome Langdon      $17,500

The transfers were payments on contractual debts M & M owed to the
defendants, those contractual debts being loans the defendants
previously made to M & M, that were due or delinquent at the time
each transfer was made.

The defendants transferred these amounts to Premier on the dates
indicated:

     Date          Transferor                     Amount
     ----          ----------                     ------
   05/06/2008      Coleen and Jerome Langdon    $20,000.00
   05/15/2008      Coleen and Jerome Langdon   $100,000.00

The transfers were loans made by the defendants to Premier.
Premier made no payments on these loans.

The case is MICHAEL BLUMENTHAL, Plaintiff, RICHARD D. MYERS,
Chapter 7 Bankruptcy Trustee of M&M Marketing, L.L.C. and Premier
Fighter, L.L.C., Intervenor-Plaintiff, v. JERRY CRONK; CHERYL
CRONK; JEROME LANGDON; and COLEEN LANGDON, Defendants, A11-8096-
TJM (Bankr. D. Neb.).  A copy of the Court's Jan. 6, 2014 Order is
available at http://is.gd/4BP9cmfrom Leagle.com.

Involuntary Chapter 7 petitions for relief were filed against
M & M Marketing, L.L.C., and Premier Fighter, L.L.C., by several
of the defendants (Bankr. D. Neb. Case Nos. BK09-81458-TJM) on
June 3, 2009.

Debtor M & M Marketing, L.L.C., is a Nebraska limited liability
company and in 2007 and 2008 was engaged in the marketing and sale
of goods, golf-related products and materials, with its principal
place of business in Nebraska.

Debtor Premier Fighter, L.L.C., is a Nebraska limited liability
company that is a wholly owned subsidiary of M & M and in late
2007 and 2008 was engaged in the marketing and sale of mixed
martial arts goods and events.


MCGRAW-HILL: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned McGraw-Hill School
Education Holdings LLC (MHSE) a corporate credit rating of 'B+'.
The outlook is stable.

At the same time, S&P assigned the company's $250 million senior
secured term loan an issue-level rating of 'B+', with a recovery
rating of '3', indicating S&P's expectation for meaningful (50% to
70%) recovery for lenders in the event of a payment default.

"We base the 'B+' corporate credit rating on our assessment of
MHSE as a "highly strategic" asset of its parent company, MHE US
Holdings LLC (MHE), which has a group credit profile of 'b+'.  Our
business risk assessment of MHSE is "fair," which reflects the
company's solid competitive position in the K-12 educational
publishing market and its consistent free cash flow generation.
However, the assessment also reflects the industry's exposure to
state and local budgets.  We assess the company's financial
profile as "highly leveraged," based on MHSE's aggressive
financial policy and demonstrated willingness to initiate debt-
financed special dividends to shareholders.  Our management and
governance assessment of MHSE is "fair"," S&P said.

MHSE is a leader in the K-12 educational print and digital
publishing market.  The company also offers assessment products
and services that enable customers to monitor student progress and
improve learning outcomes.  The company benefits from strong brand
recognition and a breadth of titles across key subject areas.
Additionally, the company's digital offerings should enable it to
capitalize on the structural shift to digital.  Digital products
generate roughly 20% of the company's revenue, up sharply from 7%
in 2011.  Despite its range of content and digital capabilities,
the company lacks business diversity and remains susceptible to
the cyclicality of state and local government spending.

While recent state and local budgetary constraints have affected
all K-12 education publishers, the economic recovery has partially
relieved these pressures.  Additionally, the emphasis on the
Common Core State Standards (CCSS) across the U.S. should increase
demand for CCSS-compliant educational material.  Although these
factors should increase growth, uncertainty surrounding the timing
of CCSS implementation and the magnitude of state and local
spending could limit the improvement.  In addition, as MHSE's
digital offerings expand, the company will face intense
competition from larger K-12 education publishers that have more
resources at their disposal.

Although the $250 million term loan due 2019 is the only
outstanding debt in MHSE's capital structure, S&P believes further
leveraging is possible in the long term, given the company's
consistent cash flow generation.  S&P expects a discretionary cash
flow-to-debt ratio of about 20% in 2014.  In the near to
intermediate term, S&P believes the company will focus on
investing in and optimizing its business.  Longer term, S&P
believes additional debt-financed dividends are likely, which
could limit leverage reduction.


MEDICAL CLINIC: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Medical Clinic & Surgical Specialties of Glendale, Inc.
        1510 S. Central Ave., #100
        Glendale, CA 91204

Case No.: 14-10557

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sandra R. Klein

Debtor's Counsel: Ovsanna Takvoryan, Esq.
                  TAKVORYAN LAW GROUP, A PROFESSIONAL CORP
                  550 N Brand Blvd Ste 1640
                  Glendale, CA 91203
                  Tel: 818-484-8161
                  Fax: 818-484-2126
                  Email: ovsanna@takvoryanlawgroup.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dr. Mardiros H. Mihranian, CEO.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-10557.pdf


MI PUEBLO: Bid to Hire Piper Jaffray Challenged
-----------------------------------------------
Mi Pueblo San Jose, Inc. seeks authorization from the Hon. Arthur
S. Weissbrodt of the U.S. Bankruptcy Court for the Northern
District of California to employ Piper Jaffray & Co. as investment
banker, effective Dec. 9, 2013.

The Debtor proposes to retain Piper Jaffray as investment banker
and exclusive agent for a period of at least 180 days to assist
the Debtor in maximizing the value of its assets through a sale,
financing, equity placement or other Transaction on the terms set
forth in the Engagement Letter.  The Firm's services will include,
but are not limited to, the following:

   (a) consult with Mi Pueblo in planning and implementing the
       Transaction;

   (b) at Mi Pueblo's request, prepare in collaboration with Mi
       Pueblo a memorandum describing the Debtor, its history, the
       nature of its operations, such financial information as may
       be appropriate to reflect the Debtor's past performance and
       its projected growth and earnings capacity, the management
       structure and such other information as is customary or as
       Piper Jaffray considers appropriate in the circumstances;

   (c) make initial contacts with potential investors, lenders or
       purchasers approved by Mi Pueblo;

   (d) when appropriate, arrange and participate in visits to Mi
       Pueblo's facilities by potential investors or purchasers
       and otherwise making introductions and performing services
       as Piper Jaffray recommends to develop potential
       investors', lenders' or purchasers' interest in the
       business;

   (e) assist Mi Pueblo in negotiations with potential investors,
       lenders or purchasers as the Debtor reasonably requests;

   (f) if requested, provide expert testimony and support in a
       bankruptcy proceeding;

   (g) consult with Mi Pueblo in structuring any investment
       proposals;

   (h) assist Mi Pueblo in analyzing proposals received;

   (i) assist Mi Pueblo in preparing for due diligence conducted
       by potential investors, lenders or purchasers; and

   (j) assist Mi Pueblo in negotiating definitive documentation.

As set forth in the Engagement Letter, the Debtor has agreed to
compensate Piper Jaffray for its services under the following
structure (the "Compensation Structure"):

   (a) a non-refundable retainer fee of $50,000 (the "Retainer
       Fee"), payable up-front, which Retainer Fee will be applied
       to reduce any Placement Fee or Sale Fee; and

   (b) in the event Mi Pueblo consummates a Debt Placement and
       Equity Placement (a "Placement") pursuant to an agreement
       or commitment entered into during the term of Piper
       Jaffray's engagement, a cash fee, payable at closing of
       the Placement (the "Placement Fee"), equal to:

        - 1.5% on all sales or issuances of senior secured
          facilities not structured as a unitranche facility;

        - 2.0% on all sales or issuances of senior secured
          facilities structured as a unitranche facility;

        - 2.5% on all sales or issuances of second lien
          facilities;

        - 3.5% on all sales or issuances of subordinated
          facilities;

        - 5.5% on the gross proceeds received by Mi Pueblo on all
          sales of Equity Securities;

       Payable by wire transfer of immediately available funds at
       each closing; provided that Piper Jaffray's total fee for
       services that include a Debt and Equity Placement shall not
       be less than $750,000;

   (c) in the event of a Sale, pursuant to an agreement or
       commitment entered into during the term of our engagement,
       a cash fee, payable at closing of the Sale (the "Sale
       Fee"), equal to $1 million of the Aggregate Transaction
       Value up to $45 million and 2.5% of the Aggregate
       Transaction Value above $45 million; and

   (d) reimbursement of reasonable out-of-pocket expenses
       consistent with local Court guidelines, including, but not
       limited to, travel and reasonable allocation of database,
       printing, courier and communication costs, whether or not a
       Transaction occurs.

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

Several parties-in-interest have lodged objections to the
engagement.

Wells Fargo Bank, National Association, says the Engagement Letter
requires Mi Pueblo to use "commercially reasonable efforts" to
permit the use of the Bank's cash collateral to pay for Piper
Jaffray's fees and expenses.  This phrase in the Engagement Letter
is not defined and is ambiguous at best.  In addition, the Bank
will not consent to the use of its cash collateral to pay Piper
Jaffray's out-of-pocket fees and expenses, especially since there
is a source of funds in the Mi Pueblo bankruptcy estate to pay
these out-of-pocket fees and expenses -- the $1,900,000 recently
lent by Juvenal Chavez to the Debtor.

The U.S. Trustee, meanwhile, objections to the indemnification
proposed to be accorded Piper Jaffray.  The U.S. Trustee said the
terms and scope of the indemnity is inconsistent with the
practices of this Court and should not be approved.  The indemnity
provisions are unreasonable under the circumstances of this case.
They expose the estate to unknown and potentially unlimited
liability.

The Official Committee of Unsecured Creditors believes that any
order authorizing the employment of Piper Jaffrayas as investment
banker should specifically provide for Piper Jaffray to report to,
and to be responsible to, the Committee, as well as to the Debtor.

In response to the Objections, Mi Pueblo believes the concerns
raised by Wells Fargo have merit. Wells Fargo Bank has pointed out
problems with the extension of items for which Piper Jaffray seeks
compensation.  Mi Pueblo agrees it will include a report to Wells
Fargo in each of its weekly calls with the Bank and the Committee,
as requested.  The Debtor also notes that the Committee and Piper
Jaffray may have already resolved their disputes over economic
points.  Mi Pueblo must however retain full authority to instruct
Piper Jaffray in any negotiations and in communications with any
counter-party over the approval of any and all transactions and
have sole authority to direct Piper's actions.

On the U.S. Trustee's objection, Mi Pueblo has been informed that
Piper Jaffray has agreed to limit expenses to actual costs
incurred. The only remaining objection is to the proposed
indemnity.

Attorney for Wells Fargo can be reached at:

       Robert B. Kaplan, Esq.
       JEFFER MANGELS BUTLER & MITCHELL LLP
       Two Embarcadero Center, Fifth Floor
       San Francisco, CA 94111-3813
       Tel: (415) 398-8080
       Fax: (415) 398-5584
       E-mail: RKaplan@JMBM.com

Attorney for the U.S. Trustee can be reached at:

       John S. Wesolowski, Esq.
       OFFICE OF THE UNITED STATES TRUSTEE
       U. S. Department of Justice
       280 S. First Street, Suite 268
       San Jose, CA 95113-0002
       Tel: (408) 535-5525 ext. 231
       E-mail: john.wesolowski@usdoj.gov

Attorney for Official Committee of Unsecured Creditors can be
reached at:

       Eric D. Goldberg, Esq.
       STUTMAN, TREISTER & GLATT PC
       1901 Avenue of the Stars, 12th Floor
       Los Angeles, CA 90067
       Tel: (310) 228-5600
       Fax: (310) 228-5788

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MILLENNIUM DAY CARE: Bankr. Court May Rule on Wage Claims v. Owner
------------------------------------------------------------------
Massachusetts Bankruptcy Judge Henry J. Boroff ruled he has
subject matter jurisdiction to determine individual debtor Wen
Jing Huang's liability to employees of Millennium Day Care Center
in Boston, which is owned by Wen Jing Huang and her spouse, Can Qi
Liang.

Wen Jing Huang and Can Qi Liang filed a voluntary petition under
Chapter 13 of the United States Bankruptcy Code (Bankr. D. Mass.
Case No. 11-10416) on January 19, 2011.  Wen Jing Huang and Can Qi
Liang never achieved confirmation of a Chapter 13 plan and on May
12, 2011, the case was converted to one under Chapter 7 at their
request.

Millennium Day Care, Inc., filed for Chapter 11 bankruptcy (Bankr.
D. Mass. No. 10-19124) on Aug. 24, 2010, listing under $1 million
in both assets and liabilities.  A copy of the petition is
available at http://bankrupt.com/misc/mab10-19124.pdf The case
was later converted to Chapter 7 liquidation.

Various day care employees asserted $52,573.40 in administrative
wage claims, which they maintain accrued while Millennium operated
in Chapter 11.

The Chapter 7 trustee for Millennium opposed, primarily on the
grounds that the Millennium estate had inadequate funds to pay the
claims immediately and that Chapter 7 administrative expenses were
likely to exhaust the projected available funds.  The Millennium
Trustee eventually reached a settlement with the Creditor
Employees, agreeing that the administrative claims would be deemed
allowed in the amounts claimed, but paid only if sufficient funds
remained in the estate to make a distribution to the holders of
Chapter 11 administrative expense claims.  To date, no
distribution in the Millennium case has been made.

The Creditor Employees, however, also maintain that Wen Jing Huang
is individually liable for the unpaid wages under Massachusetts
General Laws ch. 149, Sections 148 and 150.

The case is, JUAN JUAN CHEN, XING HUA CHEN, YAN XIONG CHEN, SHU
FENG GAO, CHUN YAN GUAN, CAROL HUANG, YAT MAN LAW, QIU MEI LI, CAI
MEI LIU, LI JUAN LIU, MEI YING MAI, ZHU LAN SU, CONNIE IOK WU,
NIAN CI XIE, SHAO JUAN ZHONG, and MEI YAN ZHOU, Plaintiffs, v.
WEN JING HUANG, Defendant, Adv. Proc. Case No. 12-01265-HJB
(Bankr. D. Mass.).  A copy of the Court's Jan. 7, 2014 Memorandum
of Decision is available at http://is.gd/7F6JSFfrom Leagle.com.


MONTREAL MAINE: US Trustee Objects to Hiring of Baker Newman
------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 1, filed an
objection to Montreal Maine & Atlantic Railway, Ltd.'s application
to employ Baker, Newman & Noyes, LLC, as accountant for Chapter 11
trustee Robert J. Keach, nunc pro tunc to Aug. 7, 2013.

As reported by the Troubled Company Reporter on Dec. 17, 2013, the
Chapter 11 trustee sought permission from the U.S. Bankruptcy
Court for the District of Maine to employ Baker Newman, saying
that Baker Newman will be providing audit services for, and
preparing the corporate state and federal income tax filings of,
the Debtor, as well preparing and coordinating the Canadian tax
filings of Montreal Maine & Atlantic Canada Co., and providing
additional and necessary accounting, tax, and advisory services,
to the extent requested by the Trustee.

The U.S. Trustee said in its Dec. 31, 2013 court filing that he
does not oppose the retention of Baker Newman, but submits that
Baker Newman's retention should be effective as of the date of the
application, absent a showing that the untimeliness of the
application was occasioned by extraordinary circumstances.  The
application seeks post facto approval of the Chapter 11 Trustee's
retention of Baker Newman.  The application was filed on Dec. 6,
2013, and seeks an order approving the retention effective as of
Aug. 7, 2013.

On Jan. 2, 2014, the Chapter 11 Trustee filed with the Court a
response to the U.S. Trustee's objection, saying that timing of
the filing of the retention application was necessitated by the
timing of the appointment of the Chapter 11 Trustee, the deadline
by which Baker Newman was required to complete the 401(k) audit,
and the need to determine the scope of Baker Newman's retention
and for Baker Newman to thoroughly conduct a conflicts check prior
to filing the retention application.

Sam Anderson, Esq., at Bernstein, Shur, Sawyer & Nelson, the
attorney for the Chapter 11 Trustee, stated in the Jan. 2 filing
that at the time the retention application was filed, Baker Newman
had not yet begun performing any services related to preparation
of the 2013 tax returns or the 2013 audit.  The only post-petition
services performed by Baker Newman consist of those related to the
401(k) audit and filing of the Form 5500.  "Given the fact that
the Chapter 11 Trustee was appointed on Aug. 21, 2013, and was not
made aware that Baker Newman was required to perform post-petition
services related to the 401(k) audit until after the services were
completed, it was impossible for the retention application to be
filed, and the retention of Baker Newman to be authorized, prior
to the performance of these post-petition services," Mr. Anderson
said.

According to Mr. Anderson, the Chapter 11 Trustee was made aware
by the Debtor's employees in late September or early October 2013
that Baker Newman would be performing certain services for the
Debtor, including, but not limited to, preparing and filing the
Debtor's 2013 state and federal tax returns and conducting an
annual audit.  Bernstein Shur became aware that the Debtor had,
prior to the Petition Date, requested that Baker Newman complete
an audit of the Debtor's 401(k) plan to be filed with Form 5500,
which was required to be filed by Oct. 15, 2013.  Bakern Newman
performed services in relation to the 401(k) plan, all of which
services were completed by Oct. 1, 2013, and billed a total of 29
hours for these services, and incurred associated fees in the
amount of $7,223, in relation to the audit of the 401(k) plan.
Baker Newman performed these post-petition services prior to being
retained in the Debtor's bankruptcy case in order to ensure that
the 401(k) audit and filing of the Form 5500 was completed by the
Oct. 15 deadline.  Baker Newman continued to gather the
information necessary to prepare the retention application,
according to Mr. Anderson.

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as Chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson, and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

The Chapter 11 trustee is seeking to sell substantially all of the
assets of Montreal Maine at an auction set for Jan. 21, 2014.  As
widely reported, an affiliate of Fortress Investment Group --
Railway Acquisition Holdings LLC -- has been designated as
"stalking horse" for the auction.  The Fortress will kick start
the auction with a $14.25 million offer.  The hearing to approve
the sale will be held Jan. 23 at 10:00 a.m. before Judge Kornreich
in Bangor, Maine.

The Bankruptcy Courts in the U.S. and Canada on Dec. 19 both gave
their stamp of approval on the procedures that will govern the
sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.


MSR RESORT: District Court Rejects Five Mile's Plan Appeal
----------------------------------------------------------
Manhattan District Judge Katherine Polk Failla dismissed an appeal
by Five Mile Capital Partners LLC from the bankruptcy court order
confirming the liquidation plan of MSR Resort Golf Course LLC.

The bankruptcy appeal stems from the financial collapse of MSR
Resorts, a group of vacation resort properties.  On Feb. 22, 2013,
the Honorable Sean H. Lane, United States Bankruptcy Judge for the
Southern District of New York, issued an order that confirmed a
plan liquidating the debtor entities and transferring their
portfolio of resorts to GIC Real Estate, Inc.

GIC is both the sovereign wealth fund of the Government of
Singapore and, as a result of certain mezzanine financing it
arranged, a pre-petition creditor of the bankrupt debtor entities
that collectively owned and managed the Resorts.

Five Mile is also a prepetition mezzanine lender, and was the only
such creditor to receive no return on its investment from the
Plan.  Five Mile seeks to modify the confirmed Plan in an effort
to change that fact.

MSR borrowed under a mortgage in the original principal amount of
$1 billion, which mortgage was placed into a securitization trust
and serviced by Midland Loan Services, Inc.  The mortgage was
secured by all the assets of the Debtors as a whole, including the
Resorts themselves.  The Debtors also took out four mezzanine
loans of decreasing priority, as well as certain other financing
agreements.  The first mezzanine loan was in the amount of $115
million and held for purposes of this bankruptcy by MetLife.  The
second and third mezzanine loans, for $110 million and $250
million, respectively, were held by 450 Lex Private Limited and
C Hotel Mezz Private Limited; these entities are affiliates owned
and controlled by GIC.  The fourth, and most junior, mezzanine
loan for $50 million was held by Five Mile.

GIC's stalking horse bid was an offer to purchase the Debtors'
assets for $1.50004 billion, which figure included a $378.8
million credit bid of the principal, non-default interest, fees,
and expenses attributable to the Purchaser's mezzanine loans to
the Debtors.  This bid relied on concessions from the mortgage
holder and the senior mezzanine lender to reduce their claims for
default interest in the respective amounts of $56 million and $7.8
million.  From its inception, the stalking horse bid suggested by
the Purchaser provided no value to Five Mile.

According to Judge Failla, the appeal is moot for two reasons. It
is statutorily moot under Sec. 363(m) of the Bankruptcy Code
because GIC qualifies for the protections accorded a good-faith
purchaser of a debtor's assets; since Sec. 363(m) imposes a
jurisdictional bar, the Court may not, even were it inclined to do
so, examine the merits of Five Mile's arguments.  This appeal is
also equitably moot because Five Mile has not (and cannot)
overcome the presumption that an appeal of an unstayed,
substantially consummated sale is moot; no effective relief can be
fashioned without undoing the Plan in its entirety.

The case before the District Court is, FIVE MILE CAPITAL PARTNERS
LLC, Appellant, v. MSR RESORT GOLF COURSE LLC, et al., Appellees.
No. 13 Civ. 2448 (KPF) (S.D.N.Y.).  A copy of the Court's Jan. 7,
2014 Opinion and Order is available at http://is.gd/TpGVp0from
Leagle.com.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan, to thwart a lawsuit by lender Five
Mile Capital Partners, which claims it is owed tens of millions of
dollars related to the sale of several luxury resorts in a prior
bankruptcy.  MSR Hotels also seeks to sell its remaining assets
and wind down.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the 2013
Debtor.

MSR Hotels owned a portfolio of eight luxury hotels with over
5,500 guest rooms.  On Jan. 28, 2011, CNL-AB LLC acquired the
equity interests in the portfolio through a foreclosure
proceeding.  CNL-AB LLC is a joint venture consisting of
affiliates of Paulson & Co. Inc., a joint venture affiliated with
Winthrop Realty Trust, and affiliates of Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the January 2011 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan that was
predicated on the sale of the remaining four resorts by the
Government of Singapore Investment Corp. -- the world's eighth-
largest sovereign wealth fund, according to the Sovereign Wealth
Fund Institute -- for $1.5 billion.  U.S. Bankruptcy Judge Sean
Lane, who oversaw the 2011 cases, overruled Plan objections by the
U.S. Internal Revenue Service and investor Five Mile.  The IRS and
Five Mile alleged that the sale created a tax liability of as much
as $331 million that may not be paid.  That Plan was declared
effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.

The 2013 Debtor has two critical court dates: a Jan. 30, 2014
auction to locate the best bid for trademarks not sold in the
prior bankruptcy; and a Feb. 6 hearing to approval a Chapter 11
plan.

In the 2013 case, MSR Hotels originally listed assets of $785,000
and liabilities totaling $59.2 million.  Debt at that time
included $59.1 million owing to Midland, a secured creditor in the
five resorts' bankruptcy.  Midland has a lien on the three
resorts' trademarks.  Other than the trademarks, MSR Hotels' other
assets were listed as being $150,000 in unrestricted cash.  The
company has no operations. Revenue in 2012 was $32,500, according
to a court filing.


N&N CONSTRUCTION: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: N&N Construction and Investments, L.L.C.
        Hang Hoang, Regisered Agent
        17017 Talbot Rd.
        Edmonds, WA 98026

Case No.: 14-10155

Chapter 11 Petition Date: January 9, 2014

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

Judge: Hon. Karen A. Overstreet

Debtor's Counsel: Daniel J Bugbee, Esq.
                  GARVEY SCHUBERT BARER
                  1191 Second Avenue Suite 1800
                  Seattle, WA 98101
                  Tel: 206-464-3939
                  Email: dbugbee@gsblaw.com

Total Assets: $5.04 million

Total Liabilities: $4.02 million

The petition was signed by Hang Thi Ngoc Hoang, manager.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-10155.pdf


N770GE LLC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: N770GE, LLC
        c/o Geoffrey W. Edelsten
        181 Exhibition Street
        Melbourne, Victoria
        Australia 00000

Case No.: 14-30056

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Debtor's Counsel: Matthew J. Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  Email: fisher@aksnlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Geoffrey W. Edelsten, sole member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ohsb14-30056.pdf


NAT'L ASSOCIATION OF PEOPLE: AIDS Group in Dispute over Trademark
-----------------------------------------------------------------
Lou Chibbaro Jr., writing for Washington Blade, reported that a
judge with the U.S. Bankruptcy Court for Maryland on Dec. 23
approved a motion allowing the D.C.-based Community Education
Group, which provides AIDS-related services aimed at minority
communities, to buy the legal rights to nine names linked to the
National Association of People with AIDS.

But Judge Paul Mannes directed the national group AIDS United,
which opposes CEG's purchase of at least one of the NAPWA-related
names, to submit draft language for his final order clarifying the
extent of the legal rights CEG would have for those names,
according to the report.  Judge Mannes was expected to make the
final decision on what the order will say within the next week or
two.

With more than $750,000 owed to creditors, NAPWA shut its doors in
February 2013 after filing for Chapter 7 bankruptcy, the report
related.

Laura J. Margulies, the bankruptcy trustee appointed by the court
to represent NAPWA's estate, filed the motion asking Judge Mannes
to approve CEG's request to purchase the trademark rights to the
NAPWA name and the names of various programs and projects that
NAPWA carried out during its 30-year tenure as a nationally
respected group representing people with AIDS, the report said.

The names listed in her motion are National HIV Testing Day,
National Association of People with AIDS, National Gay Men's
Awareness Day, National Gay Men's HIV/AIDS Awareness Day, National
Healthy Living Summit, AIDS Watch, Staying Alive, NAPWA and
National Association of People With AIDS, Inc., the report further
related.


NGPL PIPECO: Bank Debt Trades at 6% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 93.60 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 0.57
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.


ONDOVA LIMITED: Judge Says Baron Bankruptcy Should Be Dismissed
---------------------------------------------------------------
District Judge Sam A. Lindsay in Dallas, Texas, reversed the
bankruptcy court's June 26, 2013 Order for Relief and remands an
appellate case by Jeffrey Baron to the bankruptcy court for the
limited purpose of dismissing the involuntary Chapter 7 bankruptcy
proceeding (Bankr. N.D. Tex. Case No. 12-37921), that was brought
against Mr. Baron by eight of his former attorneys, who claim they
are entitled to compensation for legal services performed on
behalf of Mr. Baron or entities owned by him.

Judge Lindsay also held that, pursuant to Federal Rule of
Bankruptcy Procedure 8014, all allowable and reasonable costs of
this appeal are taxed against the appellees, and the clerk of the
court is directed to "prepare, sign, and enter" the judgment in
this case in accordance with Federal Rule of Bankruptcy Procedure
8016(a).

According to the Order for Relief, the eight Petitioning Creditors
in the involuntary bankruptcy include:

     * Pronske & Patel, P.C. (alleging a $294,033.77 claim);
     * Shurig Jetel Beckett Tackett (alleging a $93,731.79 claim);
     * Dean Ferguson (alleging a $73,885 claim);
     * Gary G. Lyon (alleging a $75,922.22 claim);
     * Robert J. Garrey (alleging a $52,275 claim);
     * Powers Taylor, LLP (alleging a $78,058.50 claim);
     * Jeffrey Hall (alleging a $5,000 claim); and, later by
       joinder,
     * David L. Pacione of the law firm of Brian J. Judis
       (alleging a $10,018.30 claim).

The Former Attorneys originally sought to recover their attorney's
fees in a case filed on May 28, 2009, by Plaintiffs Netsphere,
Inc.; Manila Industries Inc.; and Munish Krishan against Mr. Baron
and his company Ondova Limited Company to enforce a prior
settlement agreement or Memorandum of Understanding that was
supposed to resolve the parties' dispute regarding the ownership
of certain internet domain names.

On July 24, 2009, shortly after the Netsphere action commenced,
Mr. Baron initiated a Chapter 11 bankruptcy proceeding on behalf
of Ondova, Case No. 09-34784-sgj11, to avoid a scheduled contempt
hearing in the Netsphere action pertaining to an injunction
entered by former Senior United States District Judge Royal
Furgeson.

The appellate case is, JEFFREY BARON, Appellant, v. ELIZABETH
SCHURIG, et al., Appellees, Civil Action No. 3:13-CV-3461-L (N.D.
Tex.).  A copy of the District Court's Jan. 2, 2014 Amended
Memorandum Opinion and Order is available at http://is.gd/zzpkFG
from Leagle.com.

                    About Ondova Limited Company

Carrollton, Texas-based Ondova Limited Company, a former Internet
domain name registrar, filed a voluntarily Chapter 11 bankruptcy
case (Bankr. N.D. Tex. Case No. 09-34784) on July 27, 2009, at a
time when Ondova was still controlled by Ondova's former president
and sole equity owner, Jeffrey Baron.  Ondova Limited Company, dba
Compana, LLC, and dba budgetnames.com, performed a "middle man"
registration activity pursuant to a license it had from the
Internet Corporation for Assigned Names and Numbers -- which is,
essentially, a creature of the United States Department of
Commerce -- and also pursuant to an agreement with Verisign, Inc.,
which is a private corporation that essentially acts as the
operator of the huge ".com" and ".net" registries.  Verisign is
not in any way related to Ondova.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow, PC, serves
as Ondova's bankruptcy counsel.  In its petition, Ondova estimated
$1 million to $10 million in both assets and debts.  The petition
was signed by Mr. Baron.

A Plan of Liquidation was confirmed in the Chapter 11 case.  The
Joint Plan contemplated approval and implementation of (a) a so-
called "Plan Settlement" between the Ondova bankruptcy estate and
the Receivership Entities; (b) a sale of significant assets
contributed to the Joint Plan by the Receivership; (c) the
creation of a Liquidating Trust to accept substantially all the
assets and liabilities of both the Ondova bankruptcy estate and
the Receivership, which Liquidating Trust would resolve and pay
all remaining claims of and against the Receivership and the
Debtor, with a return of residual funds or assets to Mr. Baron
after the satisfaction of all claims; and (d) certain releases of
parties and professionals.


PARADISE HOSPITALITY: US Trustee Withdraws Dismissal Motion
-----------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, withdrew its motion
to dismiss Paradise Hospitality, Inc.'s Chapter 11 case or convert
the case to one under Chapter 7 because the Debtor has cured
deficiencies noted in the motion.

As reported by the TCR on Dec. 5, 2013, the U.S. Trustee sought
dismissal or conversion on grounds that the Debtor has failed to
pay U.S. Trustee quarterly fees due.

The Debtor filed an opposition to the motion, saying that the
delay in payment was an oversight and that the Debtor is in
compliance as stated by the U.S. Trustee's attorney at the Dec.
19, 2013 status conference.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PETTERS COMPANY: Consents to Polaroid Trustee's Use of Cash
-----------------------------------------------------------
Douglas Kelley, the Chapter 11 Trustee for Petters Group Worldwide
LLC, obtained authority from the Bankruptcy Court to consent to
the request of John R. Stoebner, Chapter 7 Bankruptcy Trustee of
PBE Corporation, formerly known as Polaroid Corporation, to use
certain cash collateral.

The Chapter 11 Trustee, on behalf of the PCI Debtors, is
authorized to consent to the use of cash collateral by the PBE
Chapter 7 Trustee, through and including December 31, 2014,
subject to the terms agreed upon by the PCI Debtors and the PBE
Chapter 7 Trustee and memorialized in a Cash Collateral Agreement.

The PBE Chapter 7 Trustee filed a motion with the Bankruptcy Court
for approval of a proposed budget and for authorization to use
cash collateral in which PCI has an interest.

The PBE Chapter 7 Trustee has represented that the cash collateral
is necessary for him to perform his statutory duties in 2014. The
PBE Chapter 7 Trustee expects the expenses in 2014 to include
expenses incurred relating to identification, location,
preservation, and recovery of property of the estates including
property held in non-debtor subsidiaries of the debtors, the
filing of tax returns and payment of Chapter 7 administrative
expense priority tax obligations, collection and reduction to
money all property of the estates, investigation of the financial
affairs of the debtors, examination of proofs of claims and
objecting as appropriate or seeking reclassification of same,
including litigating claim issues as necessary, and litigating
actions on behalf of the bankruptcy estate including avoidance and
asset recover actions.

In requesting authorization to allow the PBE Chapter 7 Trustee to
use cash collateral in which the PCI Debtors claim an interest,
the Chapter 11 Trustee believes the PBE Chapter 7 Trustee will
only use the amount of cash collateral that is necessary to avoid
immediate and irreparable harm to the PBE Debtors' estates.

The adequate protection proposed by the PBE Debtors will: (i)
grant the PCI Debtors -- and certain other parties identified as
having a claim in the cash collateral the Chapter 7 Trustee for
the PBE Debtors seeks to use -- replacement liens in certain
assets.

The hearing on this motion was held Dec. 10, 2013, at 1:30 p.m.,
before Bankruptcy Judge Gregory F. Kishel.

Attorneys for the Chapter 11 Trustee can be reached at:

         Thomas E. Jamison, Esq.
         Douglas L. Elsass, Esq.
         Adam A. Gillette, Esq.
         3902 IDS Center
         80 South Eighth Street
         Minneapolis, MN 55402
         Tel: (612) 344-9700
         Fax: (612) 344-9705

                    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.


PHARMEDIUM HEALTHCARE: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Lake Forest, Ill.-based PharMEDium Healthcare Corp.  The
outlook is stable.

S&P also assigned a 'B' issue-level rating to the company's first-
lien credit facility, which includes a $75 million revolving
credit facility and $320 million first-lien term loan.  The
recovery rating on the facility is '3', indicating meaningful
(50%-70%) recovery in the event of payment default.  S&P also
assigned a 'CCC+' issue-level rating on the company's $200 million
second-lien term loan.  The recovery rating on the term loan is
'6' indicating negligible (0%-10%) recovery in the event of
payment default.

"We based our rating on PharMEDium on our assessment of the
business risk profile as "weak" and the financial risk profile as
"highly leveraged".  PharMEDium's business risk profile
predominantly reflects the company's narrow market focus within
the outsourcing sterile compounding services industry, partially
offset by its dominant position as the sole national manufacturing
company in the compounding services space," said credit analyst
Tahira Wright.  "The financial risk profile reflects our
expectation of credit metrics that are commensurate of a highly
leveraged financial risk profile and its financial sponsorship by
CD&R.  We expect the company to operate with leverage above 5.5x
through 2014."

S&P's stable rating outlook on PharMEDium reflects its expectation
that leverage remains high, despite expectations of positive
growth.

                        Downside scenario

S&P views the risk of a lower rating as relatively low, given the
absence of covenants in the capital structure and S&P's
expectation of free cash flow.  However, S&P would consider a
lower rating if it believes a quality issue could impair the
company's brand and reputation.  Flat revenues and EBITDA decline
of more than 300 basis points (bps) would result in zero to
negative free operating cash flows.

                          Upside scenario

S&P could raise its ratings if it believes PharMEDium will operate
with an "highly leveraged" financial risk profile with leverage at
a sustainable rate below 5.0x.  While this could occur if the
company modestly surpasses S&P's base-case scenario, with revenue
growth in excess of 25% and margin improvement of around 300 bps,
it would need to believe that the sponsor would not extract
dividends and releverage the company.


PHILIP DENNIS KEITH: Court Directs Bank to Turn Over Checks
-----------------------------------------------------------
At the behest of Joseph V. Womack, the Chapter 7 Trustee for the
estate of Philip Dennis Keith, Bankruptcy Judge Ralph B. Kirscher
directed Stockman Bank to turn over to the Trustee the three
cashier's checks that are in safe deposit box no. 4000212 located
at the Bank.  All three checks are made payable to Keith's
daughter Heather.  All three checks predate Keith's bankruptcy
case and were made when the safe deposit box at issue was
maintained in Heather's name.  Heather does not claim any interest
in the cashier's checks and has agreed to endorse the checks as
payable to Womack, as Trustee of Keith's Bankruptcy Estate.

Keith opposes Womack's Motion arguing that the entire $77,250 of
funds in the safe deposit box belong to Kacy Laingen, Keith's then
girlfriend and now wife.

Judge Kirscher said the cashier's checks do not and could not
belong to Kacy.  First, Keith has previously argued that Kacy
loaned her money to Playa Tech and that a promissory note for that
amount was secured by equipment.  Keith then argued that he used
$55,000 of Kacy's funds to pay his attorney, Allen Beck.  Judge
Kirscher said Kacy should have a secured claim against Playa Tech
and arguably, only $24,997 of Kacy's funds could still exist
because $55,000 was used to pay Beck's retainer.

A copy of the Court's Jan. 7, 2014 Memorandum of Decision is
available at http://is.gd/bfwsEsfrom Leagle.com.

Philip Dennis Keith filed for Chapter 11 bankruptcy protection
(Bankr. D. Mont. Case No. 10-61722) on July 16, 2010.

Keith also caused five corporations to file Chapter 11 bankruptcy
petitions: In re Turn of the Century, Inc., Case No. 10-61662; In
re PS, Inc., Case No. 10-61663; In re Jackpot on Main, Inc., Case
No. 10-61664; In re Bailey's Pub, Inc., Case No. 10-61884; and In
re Blackhawk, Inc., Case No. 10-61886.

Keith's case was converted to Chapter 7 of the Bankruptcy Code in
September 2010.  Thereafter, the corporations' bankruptcy cases
were also converted to Chapter 7 of the Bankruptcy Code.

Womack was appointed the Chapter 7 Trustee in Keith's case on
September 21, 2010.  Womack was also appointed as Chapter 7
Trustee in the cases of In re Jackpot on Main, Inc. and In re
Bailey's Pub, Inc.


PROWLER ACQUISITION: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Houston, Texas-based specialty product
distributor Prowler Acquisition Corp.  The outlook is stable.

At the same time, S&P assigned 'B+' issue-level ratings and '2'
recovery ratings to Prowler's $245 million senior secured credit
facilities (consisting of a $40 million five-year revolving
facility and a $205 million first-lien term loan).  S&P also
assigned its 'CCC+' issue-level rating and '6' recovery rating to
Prowler's $65 million second-lien term loan.

The '2' recovery rating indicates that lenders can expect
substantial (70% to 90%) recovery in the event of a payment
default.  The '6' recovery rating indicates that lenders can
expect negligible (0% to 10%) recovery if a payment default
occurs.

"Our ratings on Prowler reflect our assessment of its 'weak'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Michael Llanos.

The weak business risk profile reflects the highly competitive
landscape, niche end user market, and limited scale.  S&P's
assessment of Prowler's financial risk profile reflects its view
of its primary ownership by financial sponsor Broad Street Energy
Partners (a Goldman Sachs affiliate) and S&P's expectation the
company will sustain financial leverage of about 4.5x to 5x for
2014.

The outlook is stable.  Prowler's robust margins should result in
leverage in the 4.5x to 5x range for 2014.  S&P expects the
company to continue to generate positive cash flow and maintain an
adequate liquidity position.

S&P considers an upgrade unlikely in the near term.  However, S&P
could raise the ratings if the company can maintain a track record
of sustaining EBITDA margins at current levels and if it maintains
debt to EBITDA below 4x.  This could occur if the company can pay
off debt more quickly than anticipated due to increased demand and
higher-than-expected margins.

Alternatively, S&P could lower the ratings if free operating cash
flow became negative or if it believed that debt to EBITDA would
remain higher than 6x on a sustained basis.  This could occur if
EBITDA margin deteriorates to the mid-teens due to an unexpected
decline in U.S. energy infrastructure growth or a sharp and
sustained decline in commodity prices, for example.


QMX GOLD: To Continue Trading on TSX Until Feb. 10
--------------------------------------------------
QMX Gold Corporation on Jan. 9 disclosed that it has received
notice from the TSX that common shares of the Company will
continue trading on the TSX until February 10, 2014 while the
Company continues to pursue listing of its common shares on the
TSX Venture Exchange.  While a listing on the TSX Venture Exchange
is not guaranteed, this extension helps a smooth transition of the
listing of the Company's common shares from the TSX without a
disruption in trading.

QMX originally received the delisting decision of the TSX on
December 10th, 2013 for failure to meet the continued listing
requirements.

                          About QMX Gold

QMX Gold Corporation is a Canadian publicly traded mining company
focusing on mine development and exploration in Quebec and
Manitoba.  QMX Gold continues to operate in the Val d'Or area with
production estimated at 20,500-23,500 ounces of gold per year.
The Company also owns property at the Snow Lake Mine which has a
Measured and Indicated Mineral Resource of 5.4 million tonnes
grading 4.45 g/t Au for approximately 720,000 oz of gold.  The
Snow Lake Mine is expected to produce 80,000 ounces of gold per
year.


RACING SERVICES: North Dakota Must Return Money to Bankr. Estate
----------------------------------------------------------------
PW Enterprises, Inc., appeals from an adverse bankruptcy court
decision in which the bankruptcy judge concluded that North Dakota
law authorized the collection of taxes on account wagering.  Aside
from the State, PW Enterprises was the largest creditor in Racing
Services, Inc.'s bankruptcy.  PW Enterprises initiated an
adversary proceeding to recover money collected by the State when
RSI was insolvent.

In a Jan. 3, 2014 Introduction and Summary of Decision available
at http://is.gd/ht2FSafrom Leagle.com, Chief District Judge Ralph
R. Erickson held that, because there was no statutory authority
directing the collection of taxes for account wagering during the
time period in question, the State must return the money to the
bankruptcy estate.  The bankruptcy court's decision granting
summary judgment in favor of the State is reversed and the case is
remanded for further proceedings.

The State sought a receiver for RSI on August 21, 2003, and the
next day a receiver was appointed.  PW Enterprises assumed the
receiver would operate RSI, stabilize RSI, and find a way to
maximize the monies owed to both the State and PW Enterprises.
Between February 2003 and December 2003, the State collected a
total of $5,320,101.20 from RSI as taxes due and owing for
parimutuel account wagering.  PW Enterprises, RSI's largest non-
governmental creditor, has not recovered any money from the
account it held at RSI.

The State submitted a proof of claim for taxes incurred by RSI
between October 2002 and August 2003 in the amount of
$6,726,872.72. PW Enterprises submitted a proof of claim for money
loaned, wagering winnings, and deposits in the amount of
$2,248,100.86.

The bankruptcy court found, in part, there was an authorized tax
on account wagering and even if RSI was not statutorily obligated
to pay the tax, there was no prohibition against RSI paying the
tax.

PW Enterprises contends that because the State had no right to tax
account wagering, the State should be ordered to return all monies
collected to the estate and the State's claim for taxes should be
disallowed.

The appellate case is, PW Enterprises, Inc., a Nevada corporation,
Appellant, v. State of North Dakota, a governmental entity; North
Dakota Racing Commission, a regulatory agency; North Dakota
Breeders Fund, a special fund; North Dakota Purse Fund, a special
fund; and North Dakota Promotions Fund, a special fund, Appellees,
Case No. 3:12-cv-112 (D. N.Dak.).

Racing Services filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. Del. 04-_____) on Feb. 3, 2004.  On Feb. 12, 2004, the
case was transferred to the U.S. Bankruptcy Court for the District
of North Dakota (Bankr. N.Dak. Case No. 04-30236).  On June 15,
2004, RSI's bankruptcy case was converted from Chapter 11 to
Chapter 7, and Kip Kaler was appointed as the Chapter 7 trustee.


REVSTONE INDUSTRIES: Suitor Says It Was Shut Out of Auction
-----------------------------------------------------------
Law360 reported that Angstrom Automotive Group LLC lodged an
adversary action in Revstone Industries LLC's bankruptcy, claiming
it was interested in buying one of the company's nondebtor
affiliates, but that the debtor didn't allow it to participate in
the auction process.

According to the report, Angstrom, which purchased the assets of
the auto parts conglomerate's affiliate Greenwood Forgings LLC for
about $4 million after winning an auction in May, said it wanted
to buy Creative Lighting Solutions LLC and went as far as putting
together a formal bid.

                 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.


ROBERT HALL: Delay in Turning Over Access Doesn't Violate Stay
--------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., in Washington D.C. denied
the request of debtor Robert William Hall to show cause why
sanctions should not be imposed on Mann Properties and Coral Seas
Homeowners' Association for violating the automatic Stay and for
damages for false imprisonment.

Mr. Hall owns a unit at a condo property in Ocean City, Maryland.
Mann Properties manages the condo property.  Coral Seas
Homeowners' Association is the property's homeowners' association.

Mr. Hall filed a Chapter 11 petition (Bankr. D.D.C. Case No. 12-
00753) on Nov. 15, 2012.  Prior to the commencement of the case,
Mann Properties and Coral Seas withheld from Mr. Hall the condo's
access code to a storage area in which he had stored various
property, thereby effectively obtaining possession of that
property.

Mr. Hall sent an e-mail on Nov. 15, 2012, and then a letter on
Nov. 27, 2012, to the attorney for Mann Properties and Coral Seas
demanding that they give him the access code.  Two days later,
Coral Seas and Mann Properties provided the access code.

Mr. Hall contends that the delay in providing the access code and
the consequent continued retention of possession of his personal
property constituted a violation of the automatic stay.

A copy of the Court's Jan. 3, 2014 Memorandum Decision is
available at http://is.gd/N3oVQqfrom Leagle.com.


SAINT CATHERINE HOSPITAL: No Quick Ruling in Avoidance Suit
-----------------------------------------------------------
Bankruptcy Judge John J. Thomas denied the motion of William G.
Schwab, the Trustee of St. Catherine Hospital of Pennsylvania,
LLC, for summary judgment in his complaint against Lease
Associates, Inc., to avoid a judgment lien under the strong arm
provisions of the Bankruptcy Code found at 11 U.S.C. Sec. 544 et.
seq.  Lease Associates had obtained a prepetition judgment, not
against the Debtor, but against a related entity known as Saint
Catherine Healthcare of Pennsylvania, LLC.

St. Catherine Hospital of Pennsylvania, LLC, filed for Chapter 11
bankruptcy (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012.
The case was later converted to Chapter 7.

On November 5, 2012, the Trustee began a lawsuit in Bankruptcy
Court -- Adversary No. 5:12-ap-00298 -- against Healthcare asking
for a declaratory judgment that Healthcare was an alter ego of the
Debtor.  Healthcare was a limited liability corporation whose
managing partner was Robert Lane. Robert Lane was in Chapter 7
bankruptcy in the State of Wyoming.  Mr. Lane's Chapter 7 Trustee
and Mr. Schwab thereafter entered into an agreement which resulted
in a consent judgment in Adversary No. 5:12-ap-00298 to the effect
that the Debtor and Healthcare conducted a "single enterprise."
This was a virtual admission that the two companies were alter
egos of each other.

In his complaint against Lease Associates, Mr. Schwab argues that,
by virtue of that consent judgment, Lease Associates' judgment
against Healthcare is a voidable preference by reason of the
Debtor's filing within 90 days of judgment being entered against
Healthcare by Lease Associates.

According to Judge Thomas, "this agreement between bankruptcy
trustees to treat two corporate entities as a single entity leaves
room for a Court to consider the equities involved in specific
creditor relationships. On the facts before me, Lease Associates
secured a judgment lien against property of a nondebtor. Before
that lien is avoided, it has the right to require the Plaintiff
Trustee to prove that the property in question was property of
this Debtor at that time. I conclude that the Consent Judgment in
an Adversary that did not include Lease Associates as a party, is
not binding on Lease Associates under any accepted principle."

The case is, WILLIAM G. SCHWAB, as Chapter 7 Trustee of the Estate
of St. Catherine Hospital of Pennsylvania, LLC d/b/a St. Catherine
Medical Center of Fountain Springs, Plaintiff(s), v. LEASE
ASSOCIATES, INC., Defendant(s), Adv. Proc. No. 5-13-ap-00171-JJT
(Bankr. M.D. Pa.).  A copy of the Court's Jan. 6, 2014 Opinion is
available at http://is.gd/nZjamnfrom Leagle.com.


SECOND CHANCE: Ex-Executives Avert KO Bid in FCA Suit
-----------------------------------------------------
Law360 reported that a Washington federal judge denied the U.S.
government's bid for a quick win on certain claims in its False
Claims Act suit against two former executives of Second Chance
Body Armor Inc., which slid into bankruptcy over allegedly
defective Zylon in its bulletproof vests.

According to the report, U.S. District Judge Richard W. Roberts
denied a partial summary judgment bid by the government against
Richard Davis, the former president of Second Chance, and Thomas
Bachner Jr., the company's ex-vice president of technology.

The case is UNITED STATES OF AMERICA, et al v. SECOND CHANCE BODY
ARMOR INC et al., Case No. 1:04-cv-00280 (D.D.C.).

                  About Second Chance Body Armor

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- was a leading producer of
bullet-resistant products, including concealable body armor.
Second Chance sold the vests to various individuals and entities,
including many law-enforcement officers and agencies.  Second
Chance filed a voluntary chapter 11 petition (Bankr. W.D. Mich.
Case No. 04-12515) on Oct. 17, 2004, after recalling more than
130,000 vests made wholly of Zylon(R), but it did not recall vests
made of Zylon blended with other protective fibers.  When the
Debtor filed for protection from its creditors, it estimated
assets and liabilities of $10 million to $50 million.

Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represented
the Debtor.  Daniel F. Gosch, Esq., at Dickinson Wright PLLC,
represented the Official Committee of Unsecured Creditors.

The case was converted to chapter 7 on Nov. 22, 2005, and James W.
Boyd was appointed as the Chapter 7 Trustee.  Cody H. Knight,
Esq., in Kalamazoo, Michigan, represents the Chapter 7 Trustee.
Following conversion, the Debtor has been renamed SCBA Liquidation
Inc.


SHOCKING TECH: IP Assets to Be Sold at Jan. 21 Foreclosure Auction
------------------------------------------------------------------
Littelfuse, Inc., has declared a default under a 2012 loan
provided to Shocking Technologies, Inc.  Because the events of
default are continuing, the Lender will sell the Collateral to the
highest qualified bidder at public auction on Jan. 21, 2014, at
10:30 a.m., Pacific Daylight Time, at the offices of Milbank,
Tweed, Hadley & McCloy, LLP, at 601 S. Figueroa Street, 30th Floor
Los Angeles, CA 90017.

The "Collateral" consists of all of the Debtor's right, title and
interest in and to certain intellectual property consisting of
certain intellectual property primarily comprised of issued United
States Patents, pending applications for United States Patents and
all associated books and records, trade secrets and know-how
related thereto and all personal property embodying such
intellectual property, and all licenses, agreements or other
general intangibles related to Debtor's rights in respect of such
intellectual property, and all proceeds, income and profits
thereof, and any other books, files and records relating thereto.

The Collateral is being offered for sale as a single block and
will not be split up or broken down. The Collateral is being
offered for sale "as-is" and "where-is", with no express or
implied warranties, representations, statements or conditions of
any kind made by the Lender or any other person acting for or on
behalf of the Lender, and without any recourse whatsoever to the
Lender or any other person acting for or on behalf of the Lender.

There is no warranty relating to title, possession, quiet
enjoyment, or the like in this disposition by public sale. Each
bidder must make its own inquiry regarding the Collateral.

A list of United States Patents and pending applications for
issuance of United States Patents that are included in the
Collateral being sold shall be provided to respective bidders.

The Lender reserves the right to credit bid and to reject all
bids, including, without limitation, any bid that it deems to have
been made by a bidder that is unable to satisfy the requirements
imposed by the Lender and applicable law upon prospective bidders
in connection with the sale or to whom in the sole judgment of the
Lender a sale of the Collateral may not lawfully be made.

If the Lender is the highest bidder at the public sale, the Lender
may pay the purchase price of the Collateral, in whole or in part,
by crediting the amount of such purchase price against the
balance, or any portion thereof, of the unpaid indebtedness
evidenced by the Loan Agreement.

Further information about the Collateral, the qualifications that
must be met by prospective bidders, and the terms of the public
sale may be obtained by contacting Ryan Stafford at telephone:
(773) 628-0880 or e-mail: rstafford@Littelfuse.com

The Lender reserves the right to terminate or adjourn the sale to
another time and date, without further notice other than notice
given at the date, time and location of the scheduled auction.

Shocking Technologies is the developer of the Voltage Switchable
Dielectric(TM) (VSD(TM)) material, a patented polymer nano-
composite for protecting electronic products from electrostatic
discharge (ESD).

On May 21, 2012, Shocking Technologies announced it has raised
$10.5 million.  The lead investor was Littelfuse, which had also
participated in a prior strategic investment round in 2011.  As of
that date, the Company has raised more than $60 million in
investment capital, and said it would use the latest funding to
drive and meet global demand for its innovative VSD solution.

Shocking Technologies was founded in 2006.

Founded in 1927, Littelfuse claims to be the worldwide leader in
circuit protection, and offers the industry's broadest and deepest
portfolio of circuit protection products and solutions.
Littelfuse devices protect products in virtually every market that
uses electrical energy, from consumer electronics to automobiles
to industrial equipment. In addition to its Chicago, Illinois
world headquarters, Littelfuse has more than 30 sales,
distribution, manufacturing and engineering facilities in the
Americas, Europe and Asia.


SOUNDVIEW ELITE: Court Okays CohnReznick as Financial Advisor
-------------------------------------------------------------
Soundview Elite, Ltd., and its debtor-affiliates obtained
permission from the Hon. Robert E. Gerber of the U.S. Bankruptcy
Court for the Southern District of New York to employ CohnReznick
LLP as financial advisor, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on Oct. 29, 2013, the
Debtors require CohnReznick to, among other things, review and
analyze the Debtors' assets and the financial strategies of the
Debtors.

On Oct. 30, 2013, creditor Pasig Ltd. filed an objection to
CohnReznick's employment.  According to Pasig, this is a
liquidating case where the only substantial assets of the Debtors
are approximately $20 million in cash, illiquid investments and
potential litigation claims.  "There is no company to reorganize.
There remain significant questions as to whether the Debtors will
remain subject to this Court's jurisdiction or whether the Cayman
Islands court will oversee the Debtors' liquidation.  If the Court
dismisses the Debtors' petitions, the retentions sought in the
Applications would be wasteful and inappropriate," Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, the attorney for Pasig
stated in an Oct. 30 court filing.

Pasig and purported joint official liquidators Matthew Wright and
Peter Anderson claimed that CohnReznick was not disinterested.
Citco -- which created the Debtors and was an insider, owner,
manager, investor and administrator of the Debtors and which
remains a current investor/creditor -- recommended the appointment
of Matthew Wright and Peter Anderson to serve as the Joint
Liquidators in the Cayman Islands.

In a Nov. 4, 2013 court filing, the Debtors said that denying
retention to its professionals in the U.S. likely ensures the
retention of the Joint Liquidators in the Cayman Islands and the
case proceeding there.  "The Debtors therefore question the
motives behind the Joint Liquidators' retention objection.  Unlike
the objectors, the Debtors and their professionals believe that
those providing value to the fair assessment and resolution of
these cases should be paid for their work, and that the objectors
effort to pre-judge that issue, outside of the context of a fee
application, should be rejected," the Debtors stated.

Pasig is represented by:

         KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
         Andrew K. Glenn, Esq.
         Jeffrey R. Gleit, Esq.
         1633 Broadway
         New York, New York 10019
         Tel: (212) 506-1700
         Fax: (212) 506-1800
         E-mail: AGlenn@kasowitz.com
                 JGleit@kasowitz.com

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel.  Judge Robert E.
Gerber presides over the case.


SOUNDVIEW ELITE: May Hire Patterson Belknap as Special Counsel
--------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has granted Soundview Elite, Ltd.,
and its debtor-affiliates authorization to employ Patterson
Belknap Webb & Tyler LLP as special counsel, nunc pro tunc to the
Petition Date.

As reported by the Troubled Company Reporter on Oct. 30, 2013, the
Debtors require Patterson Belknap to, among other things, assist
and advise the Debtors and the Debtors' proposed counsel, Porzio,
Bromberg & Newman, P.C., relative to the resolution of an
Interpleader Action.

On Oct. 30, 2013, creditor Pasig Ltd. filed an objection to the
Debtor's hiring of Patterson Belknap.  According to Pasig, this is
a liquidating case where the only substantial assets of the
Debtors are approximately $20 million in cash, illiquid
investments and potential litigation claims.  "There is no company
to reorganize.  There remain significant questions as to whether
the Debtors will remain subject to this Court's jurisdiction or
whether the Cayman Islands court will oversee the Debtors'
liquidation.  If the Court dismisses the Debtors' petitions, the
retentions sought in the Applications would be wasteful and
inappropriate," Andrew K. Glenn, Esq., at Kasowitz, Benson,
Torres, the attorney for Pasig stated in an Oct. 30 court filing.

Pasig and purported joint official liquidators Matthew Wright and
Peter Anderson claimed that Patterson Belknap was not
disinterested.  Citco -- which created the Debtors and was an
insider, owner, manager, investor and administrator of the Debtors
and which remains a current investor/creditor -- recommended the
appointment of Matthew Wright and Peter Anderson to serve as the
Joint Liquidators in the Cayman Islands.

In a Nov. 4, 2013 court filing, the Debtors said that denying
retention to its professionals in the U.S. likely ensures the
retention of the Joint Liquidators in the Cayman Islands and the
case proceeding there.  "The Debtors therefore question the
motives behind the Joint Liquidators' retention objection.  Unlike
the objectors, the Debtors and their professionals believe that
those providing value to the fair assessment and resolution of
these cases should be paid for their work, and that the objectors
effort to pre-judge that issue, outside of the context of a fee
application, should be rejected," the Debtors stated.

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel.  Judge Robert E.
Gerber presides over the case.


SOUNDVIEW ELITE: Has Court's Nod to Hire Porzio as Counsel
----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has granted Soundview Elite, Ltd.,
and its debtor-affiliates permission to employ Porzio, Bromberg &
Newman, P.C., as counsel, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on Oct. 18, 2013,
Porzio Bromberg will, among other things, provide legal advice
with respect to the Debtors' powers and duties as a debtors-in-
possession in the continued management of its assets.

On Oct. 30, 2013, creditor Pasig Ltd. filed an objection to the
Debtor's hiring of Porzio Bromberg.  According to Pasig, this is a
liquidating case where the only substantial assets of the Debtors
are approximately $20 million in cash, illiquid investments and
potential litigation claims.  "There is no company to reorganize.
There remain significant questions as to whether the Debtors will
remain subject to this Court's jurisdiction or whether the Cayman
Islands court will oversee the Debtors' liquidation.  If the Court
dismisses the Debtors' petitions, the retentions sought in the
Applications would be wasteful and inappropriate," Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, the attorney for Pasig
stated in an Oct. 30 court filing.

Pasig and purported joint official liquidators Matthew Wright and
Peter Anderson claimed that Porzio Bromberg was not disinterested.
Citco -- which created the Debtors and was an insider, owner,
manager, investor and administrator of the Debtors and which
remains a current investor/creditor -- recommended the appointment
of Matthew Wright and Peter Anderson to serve as the Joint
Liquidators in the Cayman Islands.

In an Oct. 30 court filing, the Joint Official Liquidators said
that for almost four years, the Debtors' officers and directors
have failed to take any action that was in the best interests of
the true stakeholders.  "The Debtors' largest non-affiliated
stakeholders spoke clearly as to what was in their best interest
when they filed the winding-up petitions in the Cayman Islands;
not Chapter 11 cases in the U.S.  Yet, in the middle of the
winding up hearing, the Debtors filed for protection under Chapter
11 of title 11, without notice to or consultation with such
petitioning creditors or CIMA, who was considering action against
the Limited Debtors as well," Gary S. Lee, Esq., at Morrison &
Foerster LLP, the attorney for the Joint Official Liquidators,
stated.

In a Nov. 4, 2013 court filing, the Debtors said that denying
retention to its professionals in the U.S. likely ensures the
retention of the Joint Liquidators in the Cayman Islands and the
case proceeding there.  "The Debtors therefore question the
motives behind the Joint Liquidators' retention objection.  Unlike
the objectors, the Debtors and their professionals believe that
those providing value to the fair assessment and resolution of
these cases should be paid for their work, and that the objectors
effort to pre-judge that issue, outside of the context of a fee
application, should be rejected," the Debtors stated.

The Joint Official Liquidators are represented by:

         Gary S. Lee, Esq.
         John A. Pintarelli, Esq.
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, New York 10104
         Tel: (212) 468-8000
         Fax: (212) 468-7900

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Judge Robert E. Gerber
presides over the case.


SOUNDVIEW ELITE: Creditors Want Case Dismissal
----------------------------------------------
Creditors Richcourt Allweather Fund Inc, Optima Absolute Return
Fund, Ltd., and America Alternative Investments Inc. ask the Hon.
Robert E. Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to dismiss the Chapter 11 cases of Soundview
Elite, Ltd., Elite Limited, Elite Designated, Premium Designated,
and Star Designated, or appoint one or more Chapter 11 or Chapter
7 trustee for the Debtors' estates.

Richcourt, et al., also ask the Court to grant them relief from
the automatic stay so they may proceed with the foreign
proceedings and any other proceedings authorized or directed with
the foreign proceedings.

Richcourt, et al., claim that the Debtors' Chapter 11 petitions
appear to have been filed without the requisite authority.  The
Private Placement Memorandum of each Debtor entity states that the
authority to enter into a voluntary winding up or liquidation of
the company rests with the voting shareholders following a
shareholder meeting and shareholder resolution.

According to Richcourt, et al., the Debtors' filings, while
accompanied by a director resolution, lack any evidence of the
requisite shareholder resolution needed to file the Debtors'
Petitions.  Barring the evidence, the petitions should be
dismissed as unauthorized filings, the Creditors said.

Richcourt, et al. stated that the Debtors' cases must be dismissed
because the Chapter 11 petitions herein were filed by Debtors with
no reasonable prospect of reorganizing (as opposed to
liquidating), in a bad faith attempt to thwart the existing
winding up petitions filed by Richcourt, et al., and other
significant creditors and noticed on all parties in mid-August.
"The Cayman winding up petitions against the three Limited Debtors
have resulted in the appointment of official liquidators on the
Petition Date.  The Court should give comity to the Cayman
proceedings and allow the liquidators appointed and to be
appointed therein to administer and wind up the Debtors' assets
and the assets of other Cayman organized Richcourt Funds for the
benefit of all creditors and parties in interest," Richcourt, et
al., said.

Richcourt, et al., are represented by:

         OSTAD PLLC
         Karen Ostad
         185 Great Neck Road, Suite 330
         Great Neck, NY 11021
         Tel: (917) 443-1558
         E-mail: kostad@ostadllc.com

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel.  Judge Robert E.
Gerber presides over the case.


SOUNDVIEW ELITE: US Trustee, Pasig Want Management Replaced
-----------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, and creditor Pasig
Ltd. ask the U.S. Bankruptcy Court for the Southern District of
New York to enter an order directing the appointment of a Chapter
11 trustee in the Chapter 11 cases of Soundview Elite, Ltd., et
al.

Pasig said that the Debtors are failed investment funds whose
liquidation in bankruptcy can only be effectively accomplished
under the auspices of an independent fiduciary.  According to
Pasig, creditors have no faith in management led by Alfonse
"Buddy" Fletcher, and no creditors have stepped forward to support
the current management.  "Since Mr. Fletcher acquired the Debtors
over four years ago, the Debtors have demonstrably failed to
protect investor interests and have run the Debtors' businesses
solely for the benefit of management.  These are not
reorganization cases, and the Debtors' main asset is cash.  Mr.
Fletcher's record of mismanagement is largely undisputed," Pasig
stated.  The Debtors have, among other things, failed to produce
audited financials for five years and failed to produce net asset
value statements for three years, according to Pasig.

Pasig said, "Appointment of a trustee is also necessary because of
the Debtors' conflicts of interest.  The facts and allegations
unearthed against the Debtors' management indicate that there may
be substantial claims against them and their cohorts.  Because the
Debtors cannot investigate and prosecute claims against
themselves, the Court should appoint a trustee to perform this
vital function free of conflicts of interest."

On Dec. 12, 2013, the Debtors filed an objection, saying that the
Court should retain jurisdiction in these cases and should decline
appointment of a trustee because, among other things: (i) Alphonse
Fletcher, Jr., is neither a crook nor a fraud, and these Debtors'
initial challenges to the Trustee's Report at pages 9-20 of the
Fletcher Affidavit should make that evident; and (ii) Alphonse
Fletcher, Jr. has been maligned by the Dakota Defendants and
directly in the press, an unfortunate circumstance which has
driven any "loss of confidence".

The Debtors assured the court in their Dec. 11, 2013 filing that
their Chapter 11 cases were filed in good faith.

On Dec. 10, 2013, Peter Anderson and Matthew Wright, as Joint
Official Liquidators of the Debtors, said that the Joint Official
Liquidators "should be the captain of the ship because the
Debtors, both prepetition and postpetition, have proven that they
are not trustworthy, do not abide by the law or observe the
appropriate corporate formalities.  Additionally, under Cayman
Islands law -- the governing law of the Debtors -- the JOLs are
the only party that can act on behalf of the Debtors.  The Grand
Court of the Cayman Islands appointed the JOLs captain when it
issued its winding up order," the Joint Official Liquidators
stated.  According to the Joint Official Liquidators, it is in the
best interest of the stakeholders to wind up the Debtors in the
Cayman Islands because it is the most efficient and cost-effective
method to liquidate the Debtors.

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel.  Judge Robert E.
Gerber presides over the case.


SPECIALTY PRODUCTS: 3rd Cir. Affirms Ruling in "Anderson" Suit
--------------------------------------------------------------
Barbara Anderson appeals from a district court order finding that
her proposed amended complaint did not relate back to her original
pleading.

On Aug. 16, 2006, Anderson was diagnosed with mesothelioma.  She
filed a complaint in the Circuit Court for the City of Richmond,
alleging that her mesothelioma was caused by exposure to "asbestos
dust and fibers from her father's asbestos-laden workclothes."
Anderson's father worked as a pipe cover insulator at Portsmouth
Naval Shipyard.

In an opinion dated Jan. 7, 2014 -- a full-text copy of which is
available at http://is.gd/ZiYErzfrom Leagle.com -- the United
States Court of Appeals for the Third Circuit agreed with the
District Court that the original and amended pleadings did not
arise out of the same "conduct, transaction, or occurrence," as
required by Section 15(c)(1)(B) of the Federal Rules of Civil
Procedure.  The Third Circuit rejected Anderson's contention that
her original complaint put the Appellees on notice of her amended
claim.  The original complaint made no mention of workplace
exposure during the 1960s and '70s, and in fact explicitly
disclaimed any cause of action related to her employment within
federal enclaves, the Third Circuit pointed out.

Accordingly, the Third Circuit agreed with the District Court that
Anderson was required to provide fair notice in her original
pleading of asbestos exposure in the workplace, and that she
failed to do so.  Thus, the Third Circuit concluded that the
District Court did not abuse its discretion in denying Anderson's
motion for leave to amend her pleadings.

The case is BARBARA ANNE ANDERSON, Appellant, v. BONDEX
INTERNATIONAL, INC. An Ohio Corporation; CBS CORPORATION, A
Delaware Corporation (Successor By Merger With CBS Corporation
F/K/A Westinghouse Electric Corporation)Formerly Known As Viacom
Inc.; GEORGIA-PACIFIC CORPORATION, A Georgia Corporation (Sued
Individually And As Successor-In-Interest To Bestwall Gypsum
Company); IMO INDUSTRIES, A Delaware Corporation (Sued
Individually And As Successor-In-Interest To Delaval Stream
Turbine Co.); INGERSOLL-RAND COMPANY, A New Jersey Corporation
(Sued Individually And As Successor-In-Interest Terry Steam
Turbine Company); OWENS-ILLINOIS INC, A Delaware Corporation (Sued
Individually And As Successor-In-Interest To Successor Owens-
Illinois Glass Company); PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION, A Delaware Corporation (Sued Individually And As
Successor-In-Interest To And As Alter-Ego To Thompson-Hayward
Chemical Co.); PRM, INC, A Delaware Corporation (Sued Individually
And As Successor-In-Interest To Bondex International, Inc); T H
AGRICULTURE & NUTRITION, LLC, A Delaware Corporation (Sued
Individually And As Successor-In-Interest To Thompson-Hayward
Chemical Co.); TYCO INTERNATIONAL (US), INC., A Massachusetts
Corporation (Sued Individually And As Successor-In-Interest To
Yarway Corporation); TYCO VALVES & CONTROLS INC., A Texas
Corporation (Sued Individually And As Successor-In-Interest To
Yarway Corporation); UNION CARBIDE CORPORATION, A New York
Corporation; YARWAY CORPORATION, A Delaware Corporation (Sued
Individually And As Successor-In-Interest To Yarnall Warning
Co.)*, NO. 10-2306 (3d. Cir.).

             About Specialty Products and Bondex Int'l

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company manufactures,
distributes, and sells various specialty chemical product lines,
including exterior insulating finishing systems, powder coatings,
fluorescent colorants and pigments, cleaning and protection
products, fuel additives, wood treatments and coatings and
sealants, in both the industrial and consumer markets.

SPHC filed for Chapter 11 bankruptcy protection (Bankr. D. Del.
Case No. 10-11780) on May 31, 2010.  Judge Peter J. Walsh presides
over the case.  SPHC estimated its assets and debts at $100
million to $500 million.

Its affiliate, Bondex International, Inc., filed a separate
Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

As of the Petition Date, SPHC was named as a defendant in more
than 8,000 suits by plaintiffs seeking damages for personal
injuries allegedly caused by exposure to asbestos-containing
products manufactured or distributed by Bondex, SPHC and/or other
entities which were predecessors or successors in interest to
SPHC.

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at
Richards Layton & Finger, serve as Delaware local counsel.  Logan
and Company is the claims and notice agent.  Blackstone Advisory
Partners, L.P. serves as the Debtors' financial advisor and
investment banker; Calfee, Halter & Griswold LLP as special
corporate counsel; Evert Weathersby Houff as Special Asbestos
Litigation Counsel; Bates White as asbestos consultants; Covington
& Burling, LLP as insurance counsel; and Spangenberg, Shibley &
Liber LLP as special litigation counsel.

An official committee of asbestos personal injury claimants was
appointed in the Chapter 11 Cases by the United States Trustee on
June 10, 2010.  The current members are: Myron Butler, c/o The
Ferraro Law Firm, P.A.; Deborah Papaneri as representative for the
Estate of Charles Papaneri, c/o Robert B. Paul, Paul Reicht &
Myers, P.C.; James L. Mongolluzzo, c/o Mark C. Meyer, Goldberg,
Persky & White, P.C.; Roy Leggett, c/o Jeffrey B. Simon, Simon
Eddins & Greenstone, LLP; Antonietta DiMeglio, c/o Ethan Early,
Early & Strauss, LLC; Lloyd H. Lohr, c/o Thomas M. Wilson, Kelly
& Ferraro LLP; David A. Kalil, c/o Waters & Kraus LLP; Victor
Dillbeck, c/o John Barry Julian, Gori Julian & Associates, P.C.;
Charles A. Wilson, c/o Robert W. Phillips, Simmons Browder, et
al.; Zdenek Machalka, c/o John D. Cooney, Cooney & Conway; and
John Philip Eggers, as representative for the Estate of Jane
Young, c/o Brian T. Fitzpatrick, Belluck & Fox, LLP. The Committee
is chaired by Mr. Machalka.

The PI Committee is represented by:

     MONTGOMERY, MCCRACKEN, WALKER & RHOADS, LLP
     Natalie D. Ramsey, Esq.
     Mark A. Fink, Esq.
     Laurie A. Krepto, Esq.
     1105 North Market Street, Suite 1500
     Wilmington, DE 19801
     Tel: 302-504-7800 (Phone)

          - and -

     Mark B. Sheppard, Esq.
     123 South Broad Street
     Philadelphia, PA 19109
     Tel: 215-772-1500

The PI Committee also has tapped Lincoln Partners Advisors LLC as
investment banker; Motley Rice, LLC as conflict counsel; Legal
Analysis Systems, Inc. as consultant on the valuation of asbestos
liability; and Charter Oak Financial Consultants, LLC as financial
advisor.

Eric D. Green has been appointed the legal representative for all
Future Demand Holders for the purpose of protecting their
interests.  The Future Claimants' Representative is represented
by:

     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     James L. Patton, Jr., Esq.
     Edwin J. Harron, Esq.
     Edmon Morton, Esq.
     Sharon Zieg, Esq.
     Erin Edwards, Esq.
     Rodney Square
     1000 North King Street
     Wilmington, DE 19801
     Tel: 302-571-6600

The FCR also has retained Analysis Research & Planning Corporation
as claims evaluation consultants; Resolutions, LLC as consultants;
and FTI Consulting as financial advisor.

                  $1.166-Bil. Asbestos Liability

Representatives of the current and future asbestos claimants have
contended that the combined liability of both Debtors exceeds $1
billion and is as much as approximately $1.3 billion; the Debtors
believe their collective liability approximates $125 million.  The
Bankruptcy Court convened a hearing on an estimation of the
asbestos claims against both Debtors and in May 2013 determined
that an appropriate estimate of their collective liability was
$1.166 billion.  The Debtors and International believe that the
court's ruling is in error and have appealed that ruling.  The
appeals of the Debtors and International remain pending at the
current time.

The representatives of the asbestos claimants have also contended
that the Debtors' estates hold substantial claims against
International and other parties. In that regard, the
representatives have asserted that the SPHC estate has claims
against International and other parties that may amount to $1.2
billion.  The Debtors believe the alleged SPHC estate claims are
weak, and International contends that the claims are meritless and
has stated that it will vigorously contest them.

The Bankruptcy Court has granted the representatives of the
asbestos claimants authority to commence the litigation and it is
anticipated that the representatives will file a complaint
initiating a lawsuit against International and other parties.

                    Competing Bankruptcy Plans

The Debtors have filed a First Amended Plan of Reorganization.
The PI Committee and the FCR also have filed their own Plan for
SPHC only.  The Plan is not a plan for Bondex.

Under the Debtors' First Amended Chapter 11 Plan, a trust will be
established to pay present and future asbestos claims.  The trust
will be funded by secured notes, issued by the Debtors and their
ultimate parent, RPM International Inc., and the amounts and terms
of the notes will, with one exception, be determined by the final
outcome or settlement of the litigation that will determine the
asbestos claimants' rights in the chapter 11 cases.  The one
exception is that the notes will provide for an aggregate initial
nonrefundable payment of $125 million to the asbestos trust
irrespective of the outcome of any litigation.  The Debtors and
International have committed to pay to asbestos claimants the
maximum amount to which they are entitled based on the applicable
judgments or rulings in the litigation that will determine the
extent of the claimants' rights in the chapter 11 cases, and to
make comparable payments to other similarly situated creditors.

A full-text copy of the Debtors' First Amended Plan dated Nov. 18,
2013, is available at http://is.gd/ZHwOay

The PI Committee and FCR's Third Amended Chapter 11 Plan provides
that (i) Bondex, SPHC and the Reorganized SPHC Companies will be
separated from their non-Debtor direct or indirect parent, RPM
International Inc., as well as all International Affiliates and
all Asbestos PI Trusts Assets, excluding the assets in the
International Reserve, will be contributed to the Asbestos PI
Trust; (ii) Reorganized SPHC will be managed and/or sold for the
benefit of holders of all Claims that are not paid in Cash,
subordinated, cancelled or otherwise treated pursuant to the Plan;
(iii) all Causes of Action will survive; (iv) Asbestos PI Trust
Claims against SPHC will be channeled to the Asbestos PI Trust and
Liquidated in accordance with the Asbestos PI Trust Distribution
Procedures; and (v) current SPHC Equity Interests will be
cancelled, annulled, and extinguished.  Neither International nor
any International Affiliate shall receive any release, discharge,
exculpation, injunction or any other protection as a result of the
Plan and the SPHC Chapter 11 Case and shall remain subject to any
and all claims and demands including but not limited to Asbestos
PI Claims, Settled Asbestos PI Claims, and Demands. International
and the International Affiliates shall remain subject to suit in
the tort system for personal injuries caused by asbestos-
containing products manufactured, marketed, or distributed by
Bondex or any other predecessor in interest on all claims not
expressly preserved for prosecution by the Asbestos PI Trust,
including on theories of successor liability.

A full-text copy of the disclosure statement explaining PI
Committee and FCR's Third Amended Plan, dated Oct. 15, 2013, is
available at http://is.gd/YwJQIJ


STEPHEN LAW: SCOTUS to Hear EBG Case on Bankruptcy Lien Today
-------------------------------------------------------------
Ezra Brutzkus Gubner LLP on Jan. 10 disclosed that on Monday,
January 13, 2014, the Supreme Court of the United States
("SCOTUS") will hear a landmark case concerning a bankruptcy
court's power to protect the bankruptcy process from abuse.  In
Stephen Law v. Alfred H. Siegel, Chapter 7 Trustee,
Mr. Law forfeited the privilege of claiming a homestead exemption
due to his attempt to retain non-exempt equity in his home.  Law
listed a second mortgage on his residence held by a non-existent
"Lili Lin of China."  The Supreme Court's interest in the almost
10 year old EBG case, which has thus far seen 14 appeals in
various venues, seems focused on a circuit split over the
interpretation of 105(a), the section of the U.S. Code that grants
courts equitable powers to implement court orders or rules.  The
decision will certainly change the way Bankruptcy Courts operate
going forward.

Mr. Law's conduct forced the Bankruptcy Trustee, Alfred Siegel, to
spend hundreds of hours (and approximately a million dollars)
disproving the existence of the second mortgage, and defending
against Law's numerous appeals.  Bankruptcy courts have "broad
authority" under Section 105(a) of the Code and their inherent
powers to "take any action that is necessary or appropriate ?to
prevent an abuse of process.'"  The Bankruptcy Court acted within
its statutory and inherent authority in finding that Mr. Law
forfeited the privilege of claiming a homestead exemption. It is
up to SCOTUS to affirm this ruling.

Steven T. Gubner, Managing Partner at Ezra Brutzkus Gubner (EBG)
and Counsel of Record, in Stephen Law v. Alfred H. Siegel, Chapter
7 Trustee says, "Despite defending over 14 appeals, I am proud
that the Office of the United States Trustee, the Solicitor
General, all the prior courts, and my client Alfred Siegel, have
not wavered in their duty to ensure that Mr. Law's conduct not go
unpunished."  Trustee Alfred Siegel adds, "We are extremely happy
that over the past eight years all the lower courts have agreed
with us that Mr. Law's conduct justified the surcharge of his
homestead exemption."  The two now hope SCOTUS will confirm every
lower courts' ruling.

Stephen Law v. Alfred H. Siegel, Chapter 7 Trustee (Case No. 12-
5196) will be heard on January 13, 2014 at 11:30 AM EST.  Neal
Kumar Katyal, Partner at Hogan Lovells and Co-Chair of its
Appellate Practice, will be arguing the case.


STEPHEN YELVERTON: Ex-Spouse's Claims Fall Behind Trustee Costs
---------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied the motion of Stephen
Thomas Yelverton to have the Chapter 7 overseeing the liquidation
of his estate pay the final judgment that has been entered in the
Superior Court of the District of Columbia awarding domestic
support to his former spouse, Alexandra Senyi de Nagy-Unyom.

Mr. Yelverton asserts that "under 11 U.S.C. 507(a)(1)[(A)], Ms.
Senyi is a first priority Bankruptcy Creditor over the claims of
the Chapter 7 Trustee, and over all other Creditors and
'interested' persons, as to being paid her Claims from the
property of the Debtor Estate."

But Judge Teel said the court cannot direct payment to Ms. Senyi
on her claim until all of the trustee's administrative expense
claims are fixed.

A copy of Judge Teel's Jan. 6, 2014 Memorandum Decision is
available at http://is.gd/CmuKQNfrom Leagle.com.

Stephen T. Yelverton is the sole member of the Yelverton Law Firm,
PLLC.  He filed for Chapter 11 bankruptcy protection (Bankr. D.
D.C. Case No. 09-00414) on May 14, 2009.  Judge S. Martin Teel,
Jr., on Aug. 20, 2010, denied confirmation of the Debtor's plan
and converted the case to Chapter 7.


SUPERIOR NATIONAL: Trust Must Seek Approval of Future Loans
-----------------------------------------------------------
Bankruptcy Judge Geraldine Mund in December 2013 authorized Marc
Kirschner, the trustee of the Litigation Trust for SNTL Holdings
Corp. and its non-insurance subsidiaries, to obtain $2 million of
financing to prosecute his complaint against JPMorgan Chase Bank,
N.A., but deferred ruling on the trustee's request for an order
confirming that under the terms of the Litigation Trust Agreement
and the confirmed Plan in the case any future financings of the
Litigation Trust do not require court approval.

On Tuesday, Judge Mund ruled that court approval of future
Litigation Trust financings will be required, but any motion for
approval will be filed with a redacted copy available for public
access and an unredacted copy for the Court to review. The
unredacted copy will be filed and kept under seal. The amount of
the proposed financing and any strategic discussion of how that
amount is arrived at or how the money is to be used may be
redacted from the public copy. All other terms are not to be
redacted.

To the extent that a party-in-interest other than JPMorgan Chase
seeks to have access to the unredacted agreement and/or motion,
Judge Mund said the Trustee is to make that available only after
the party-in-interest has signed an appropriate confidentiality
agreement. If a party-in-interest other than Chase objects to the
terms of the proposed financing agreement, it may file an
opposition, but said opposition is to be filed under seal if it
deals with any of the information that has been redacted, Judge
Mund said in a Jan. 7, 2014 Memorandum of Opinion available at
http://is.gd/owbwQufrom Leagle.com.

Chase did not oppose the current financing, but did file a limited
opposition to the part of the motion seeking confirmation that
court approval is not needed for any future financing obtained by
the Litigation Trust.  Chase argues that the confirmed Plan
unambiguously requires court approval of post-confirmation
financing by the Trustee.  Chase said the Trustee's requested
"clarification" -- that no court approval of future financings is
required -- really seeks modification of the Plan. Since the Plan
has been substantially consummated, it cannot be modified pursuant
to Bankruptcy Code Sec. 1127.

The Superior National Insurance Group, Inc., consisted of five
companies.  Four of the companies were California Compensation
Insurance Co., Combined Benefits Insurance Co., Superior National
Insurance Co., and Superior Pacific Casualty Co.   On March 3,
2000, California Department of Insurance seized the assets and
operations of Superior's insurance subsidiaries.  The California
Department of Insurance appeared before the Los Angeles and
Sacramento superior courts on March 6, 2000, seeking conservation
orders for Superior National Insurance Group to allow the
commissioner to use department staff to conduct the business of
the conserved company as he sees appropriate.  The California
Courts entered conservation orders on March 7, 2000.  Superior
National Insurance Group, Inc., and non-insurer affiliates
Business Insurance Group, Inc., SN Insurance Services, Inc., and
SN Insurance Administrators, Inc., filed chapter 11 petitions
(Bankr. C.D. Calif. Case No. 00-14099) on April 26, 2000.  Prior
to its bankruptcy and the conservation of its insurance company
units, Superior National Insurance Group had been the ninth
largest workers' compensation insurance group in the nation and
the largest private sector underwriter of workers' compensation
insurance in California.

The Debtors' primary assets were over $1 billion of net operating
loss carryforwards.  JPMorgan Chase held about $19 million of the
Debtors' senior debt.

On June 21, 2002, the Debtors' Second Amended Chapter 11 Joint
Plan of Reorganization as amended was confirmed.  The Plan was
structured to realize value from the NOLs, and thus was shaped by
the requirements of tax law.  In essence, Chase acquired all
equity in SNTL so that Chase could use the NOLs to offset its tax
liability and then pay most of the value of those tax savings to a
trust created for the benefit of the Debtors' stakeholders, which
was created pursuant to the Plan and a litigation trust agreement.

On May 12, 2013, the Litigation Trust filed a complaint alleging
that Chase has had the benefit of more than $2.2 billion in NOLs
from the Debtors, which has resulted in tax savings to Chase of
more than $775 million, yet Chase has not paid anything to the
Litigation Trust under an Earn Out Note.  The Complaint seeks
recovery for Breach of Fiduciary Duty, Breach of Contract, Breach
of Implied Covenant of Good Faith and Fair Dealing, Anticipatory
Breach of Contract, Unjust Enrichment and to Reform the Plan.

Chase brought a motion to dismiss the Complaint.  On December 6,
2013, the Court was granted in part and denied in part.

The Litigation Trustee obtained a commitment for $2 million of
additional financing on very favorable terms from two of the
largest beneficial holders of Litigation Trust interests: Centre
Reinsurance (US) Limited; and Stonehill Institutional Partners,
L.P.  Stonehill and Centre collectively hold more than 50% of the
Litigation Trust interests and are two of the four members of the
oversight committee appointed to oversee the operation of the
Litigation Trust.

The other two members of the Oversight Committee are Chase and
Bank of New York Mellon.

The significant terms and conditions of the financing approved by
the Court are:

     -- secured by a first priority lien on virtually all
        assets and senior to other indebtedness;
     -- a term of 8 years;
     -- "paid in kind" interest added to the loan balance at
        10% per annum for the first two years and 15% thereafter;
     -- Lenders will receive 3.5% of any recoveries by the
        Litigation Trust (capped at $4 million if received
        within the first year pursuant to a final settlement or
        non-appealable order).

The Trustee had argued that this financing has several below
market terms and its terms are more favorable than those he has
sought in earlier engagements, financing for litigation trusts can
be difficult to obtain due to the speculative nature of the
litigation trust's assets, and the Trustee was unable find
competing offers.  The terms of the financing were heavily
negotiated by the Trustee and by Bank of New York Mellon, the only
independent member of the Oversight Committee on this issue.

The Trustee stated that he did not believe that the Court's
approval was necessary under the Plan and Litigation Trust
Agreement, but sought court approval out of an abundance of
caution.


SURGICAL BIOLOGICS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Surgical Biologics, Inc.
           aw Advantus Meical International, Inc. fka, Barry
           Johnson Enterprises, Inc.
           aw Surgical Access Associates, Inc.
        501 East Gutierrez Street
        Santa Barbara, CA 93103

Case No.: 14-10050

Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Hon. Robin Riblet

Debtor's Counsel: William C Beall, Esq.
                  BEALL AND BURKHARDT, APC
                  1114 State St Ste 200
                  Santa Barbara, CA 93101
                  Tel: 805-966-6774
                  Fax: 805-963-5988
                  Email: will@beallandburkhardt.com

Total Assets: $524,579

Total Liabilities: $1.99 million

The petition was signed by Barry Johnson, president and secretary.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-10050.pdf


T-L BRYWOOD: McDowell Rice Okayed as Special Counsel
----------------------------------------------------
The Bankruptcy Court, according to T-L Brywood, LLC's case docket,
authorized the Debtor to employ Louis J. Wade and law firm of
McDowell, Rice, Smith and Buchanan as special counsel.

As reported in the Troubled Company Reporter on Dec. 17, 2013,
McDowell Rice will provide legal services to the Debtor with
respect to routine cases seeking collection of money on a
contingency basis, "Contingency Matters", and with respect to
forcible entry or unlawful detainer and eviction work and other
advice and assistance as specifically requested by the Debtor,
"Non-Contingency Matters", relating to the operation of the
Debtor's commercial shopping center, commonly known as Brywood
Center.

Pursuant to the Contingency Matters retention agreement, McDowell
Rice will be paid on a 33.333% contingency basis.  That percentage
will be calculated against all money collected whether paid as
principal, interest, attorney's fee or other, with costs to be
repaid first without deduction for fees.  In addition, the Debtor
will be responsible for out-of-pocket costs and a $200 deposit
will be required to cover costs of filing suit for local cases.

In the event the matter is resolved in whole or in part by
turnover of property other than cash, fees will be calculated at
50%, of the fee as applied to the retail value of such property.

Pursuant to the Non-Contingency Matter retention agreement,
McDowell Rice will be paid with these hourly rates:

       Louis J. Wade                         $295
       Attorneys/of Counsel                $250-$295
       Associate Attorneys                 $125-$185
       Paralegals & Legal Assistants       $70-$100

McDowell Rice will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Louis J. Wade, Esq., principal of McDowell Rice, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                       About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.
The case was transferred to the U.S. Bankruptcy Court for the
Northern District of Indiana (Case. 13-21804) on May 14, 2013.


T-L CONYERS: Court Okays McDowell Rice as Special Counsel
---------------------------------------------------------
The Bankruptcy Court, according to T-L Cherokee South, LLC's case
docket, authorized the Debtor to employ Louis J. Wade and the law
firm of McDowell, Rice, Smith & Buchanan as special counsel.

Cole Taylor Bank filed a limited objection to the Debtor's motion
to reserve its right to object to any fees payable to the McDowell
Firm, if and when the Debtors file an application for payment.

As reported in the Troubled Company Reporter on Dec. 4, 2013,
Mr. Wade and McDowell Rice will provide legal services to the
Debtor in respect to routine cases seeking collection of money on
a contingency basis, and with respect to forcible entry/unlawful
detainer and eviction work and other advice and assistance as
specifically requested by the Debtor, relating to the operation of
the Debtor's commercial shopping center, commonly known as
Cherokee South Shopping Center.

Pursuant to a Contingency Matter Retention Agreement, McDowell
Rice will be compensated on a 33.33% contingency basis; the
percentage to be calculated against all money collected whether
paid as principal, interest, attorney's fees or other, with costs
to be repaid first without deduction of fees.  In addition, the
Debtor will be responsible for out of pocket costs and a $200
deposit will be required to cover costs of filing suit for local
cases.  The deposit may fluctuate for cases referred to co-counsel
and other states.  In the event that the matter is resolved in
whole or in part by turnover of property other than cash, fees
will be calculated at one-half, 50%, of the fee as applied to the
retail value of the property.

Mr. Wade, a principal of McDowell Rice, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                    About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TAMINCO GLOBAL: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to
Taminco Global Chemicals Corporation ("TGCC"), including a B2
Corporate Family Rating ("CFR"), B2-PD Probability of Default
Rating, B1 ratings on the first priority senior secured credit
facilities, and a Caa1 rating on the second priority senior
secured notes. Moody's also assigned an SGL-2 Speculative Grade
Liquidity Rating. The rating outlook is stable. These actions
follows the receipt of additional information to reconcile the
financial position of TGCC, the borrower for both the term loan
and notes, with Taminco Corporation ("TC"), the parent entity to
which Moody's had previously assigned provisional ratings and
which will file audited financial statements. In addition, TC has
repaid in full its PIK notes. There are no remaining provisional
ratings in the family.

Ratings Rationale

The B2 CFR is constrained by a still-leveraged balance sheet
despite an initial public offering early last year, a limited
track record as a public company, and continued majority ownership
by private equity following a recent secondary offering. The
rating also reflects the company's modest size, limited
diversification, and presence in an industry with larger and
better capitalized competitors. The rating considers favorably the
company's market positions, relatively stable and strong
profitability, long-term trends in key end markets, and an
improved industry structure following a wave of consolidation and
rationalization in the mid 2000s.

Expected end market and margin stability helps offset Taminco's
limited scale and business diversity compared to many rated peers,
but Moody's still expects the company to maintain somewhat strong
credit measures for the B2 rating level based on the commodity-
like nature of the company's primary products. The rating assumes
on a through-the-cycle basis that adjusted financial leverage will
remain below 5 times (Debt/EBITDA), interest coverage above 1.5
times (EBITDA/Interest), and retained cash flow in excess of
maintenance capital expenditures. Moody's estimates adjusted total
leverage near 4 times (Debt/EBITDA), coverage in the high 2 times
(EBITDA/Interest), and retained cash flow-to-debt over 10% for the
twelve months ended September 30, 2013. These metrics include
adjustments for the capitalization of operating leases using a six
times multiple, debt treatment of the underfunded portion of
defined benefit pension plans, and debt treatment of usage of off-
balance sheet factoring arrangements.

The ratings also consider Taminco's agreement to acquire the
formic acid business of Kemira Oyj. Moody's views it as a niche
commodity chemical business with some opportunity for Taminco to
achieve synergies related to overhead and overlapping end markets.
Taminco reported $45 million of balance sheet cash and has
disclosed the existence of committed financing to fund the $190
million purchase price agreed upon to acquire this business. While
the final terms and conditions of the acquisition financing have
not been disclosed, Moody's expects that the transaction is likely
to be leveraging on an initial basis with the potential for
achieved operating synergies to bring it to at least leverage
neutral by year-end. The company does have some balance sheet cash
with which to fund part of the transaction. However, for
illustrative purposes, full debt funding of the acquisition would
result in pro forma adjusted total leverage in the mid 4 times
according to Moody's adjusted calculation. This is roughly one
turn higher than management's mid 3 times calculation that does
not include Moody's standard adjustments and includes expected
synergies resulting from the business combination.

The SGL-2 Speculative Grade Liquidity Rating indicates good
liquidity to support operations for at least the next four
quarters. Taminco has well over $300 million of cash and
availability under committed revolving credit lines and factoring
arrangements, which Moody's views as quite solid even considering
the company's geographic reach and upcoming acquisition
integration. Taminco is likely to generate limited free cash flow
in 2013. Moody's expects the company will generate improved free
cash flow in 2014, though it is likely to be limited somewhat by
expenses related to the acquisition and integration of Kemira's
formic acid business. An undrawn $200 million revolving credit
facility is a good secondary source of liquidity to cover any
unforeseen cash shortfalls. The credit agreement contains a
springing net first lien leverage ratio covenant, if the revolver
is drawn, set at 3.75x. Moody's expects the company to remain in
compliance with its covenants in the near-term.

The stable rating outlook assumes that the company will achieve
planned near-term acquisition synergies, maintain leverage below
4.25 times, and generate positive free cash flow over the next 18
months. Moody's could upgrade the rating with expectations for
leverage sustained below 4 times, retained cash flow well over 10%
of debt, and a strong liquidity position. Positive rating momentum
would require additional clarity about the company's financial
policies, particularly with respect to debt-funded acquisitions.
Moody's could downgrade the rating with expectations for leverage
above 5 times, interest coverage below 2 times, negative free cash
flow, or substantive deterioration in the company's liquidity
position.

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

Taminco Global Chemical Corporation, a wholly-owned subsidiary of
publicly-listed Taminco Corporation, produces alkylamines and
derivatives. These products are used by customers in agriculture,
water treatment, personal & home care, animal nutrition, and oil &
gas for their ancillary characteristics such as neutralizing
acidity and removing contaminants. Taminco has seven production
facilities and operations in nineteen countries. Taminco was spun
off from Union Chemique Belge in 2003 and acquired by Apollo
Management in early 2012. Annual revenue is about $1.2 billion
(LTM 9/30/2013) or $1.4 billion (pro forma for acquisition).


THUNDERVISION LLC: Dist. Court Reinstates Higgins Claims
--------------------------------------------------------
Louisiana District Judge Nannette Jolivette Brown reinstated
claims asserted by Dale Higgins and Roger Smith -- sole members of
Thundervision, LLC, which is involved in the publication of
magazines, namely Louisiana Homes & Garden Magazine -- and Wright
Avenue Associates, LLC -- the original owner of Thundervision --
for damages stemming from alleged unauthorized access of certain
email accounts against DROR International, L.P., formerly known as
NMI Enterprises, Inc., a limited partnership in the business of
magazine publishing; Nitzan Mendelbaum, a limited partner of DROR,
and formerly the president of NMI; Laurie Felton previously an
employee of Louisiana Homes & Garden Magazine; Today's House &
Home, Inc., a Texas corporation; Robert D. Reuthlinger, Timothy A.
Beeson, and Michael D. Harrison, shareholders, officers, or
employees of Today's House and Home, Inc.; and Tracie W. Begnaud,
a resident of Lousiana.

Judge Brown, meanwhile, dismissed the claims of Melanie Wallace,
an employee of Louisiana Homes & Garden Magazine, for failure to
state a claim upon which relief can be granted.

Wright Avenue was an original owner of Thundervision.  Higgins was
an owner and the managing member Wright Avenue.

The case is, DALE HIGGINS, et al. v. NMI ENTERPRISES, INC., et
al., Section: "G" (4), Civil Action No. 09-6594 (E.D. La.).  A
copy of the District Court's Jan. 2, 2014 Order and Reasons is
available at http://is.gd/V0GoDIfrom Leagle.com.

Thundervision LLC filed for Chapter 11 bankruptcy (Bankr. E.D. La.
Case No. 09-11145) on April 21, 2009.


TLO LLC: Triax Data Wants Court to Reconsider Order Approving Sale
------------------------------------------------------------------
Triax Data, Inc., filed papers asking the U.S. Bankruptcy Court
for the Southern District of Florida to reconsider its order
authorizing TLO, LLC, to sell assets because, among other things:

   1. the Debtor provided inadequate notice with respect to
      the Triax notice of assumption and cure;

   2. the Debtor was aware of the proof of claim Triax filed
      for an unsecured claim in the amount of $1,100,000; and

   3. the determination and payment of a cure amount greater
      than $0 would not adversely impact the Debtor.

As reported in the Troubled Company Reporter, TransUnion on
Dec. 16 disclosed it has completed the acquisition of TLO.  "This
acquisition supports our primary mission to help organizations
optimize their risk-based decisions and enable consumers to
understand and manage their personal information," said Jim Peck,
TransUnion's president and CEO.  "We are excited about the
possibilities the combination of our two companies will bring to
our existing customers as well as new markets that need to
leverage data and analytics to effectively manage risk."

On Nov. 22, the U.S. Bankruptcy Court named TransUnion's offer of
$154 million in cash as the winning bid in the court-managed
auction of TLO.  The transaction will not materially affect
TransUnion's financial results for 2013.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TOWER GROUP: A.M. Best Keeps 'B(Fair)' FSR Under Review
-------------------------------------------------------
A.M. Best Co. has maintained the under review status on the
financial strength rating (FSR) of B (Fair) and issuer credit
ratings (ICR) of "bb" of the pooled and reinsured members of the
Tower US Pool; the ICR of "b-" and the debt rating of "b-" on
$145.4 million 5.00% senior convertible notes due 2014 of the
intermediate holding company, Tower Group, Inc.; the FSR of B
(Fair) and ICR of "bb" of CastlePoint Reinsurance Company, Ltd.
(Bermuda); and the ICR of "b-" of the ultimate parent, Tower Group
International, Ltd. (Tower) (Bermuda) [NASDAQ: TWGP].  The
implications have been revised to developing from negative for all
of these ratings.  All companies are headquartered in New York,
NY, unless otherwise specified.

The under review status follows the recent announcement by Tower
that it entered into an agreement and plan of merger with ACP Re
Ltd. (ACP Re) (Bermuda) and its wholly-owned subsidiary, with
Tower as the surviving corporation in the merger.  Pursuant to the
terms of the merger agreement, each outstanding share of Tower's
common stock will be converted into the right to receive $3.00 in
cash with an aggregate value of approximately $172.1 million.  The
terms also stipulate that ACP Re will assume the existing debt.
Tower entered into the merger agreement with ACP Re on January 3,
2014.

The under review status with developing implications reflects the
potential benefits to be garnered from the transaction as well as
the potential downside from any additional adverse reserve
development and/or any unforeseen events that might transpire up
until the close of the transaction, which is not expected to close
until the summer of 2014.  Based on the terms of the transaction,
these ratings are likely to be upgraded if the merger closes;
however, the ratings also could be downgraded if certain events or
unforeseen circumstances occur, which would cause the merger to
fall through.  If the merger occurs, A.M. Best believes it gives
Tower access to additional capital and liquidity that it otherwise
would not have.  This allows Tower some additional financial
flexibility, which could lessen the strain on its risk-adjusted
capital.  The ratings will remain under review pending stockholder
and various customary regulatory approvals and until the merger
has been finalized.

The FSR of B (Fair) and ICRs of "bb" remain under review, and the
implications have been revised to developing from negative for the
following pooled and reinsured members of Tower US Pool:

-- CastlePoint Insurance Company
-- CastlePoint National Insurance Company
-- Tower Insurance Company of New York
-- Tower National Insurance Company
-- Preserver Insurance Company
-- North East Insurance Company
-- Hermitage Insurance Company
-- CastlePoint Florida Insurance Company
-- Kodiak Insurance Company
-- York Insurance Company of Maine
-- Massachusetts Homeland Insurance Company


TRACHT GUT: 9th Cir. BAP Upholds Pre-Bankruptcy Tax Sales
---------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Ninth Circuit
affirmed the orders of the bankruptcy court dismissing without
leave to amend Tracht Gut, LLC's adversary complaint against Los
Angeles County Treasurer and Tax Collector, David Haghnazarzadeh,
and Yuri Volodinsky, and denying reconsideration of that order.

The appeal concerns the Debtor's efforts to avoid the County's
prepetition tax sales of two parcels of real property formerly
owned by the Debtor.

The first property is located on Hatteras Street in Tarzana,
California.  Real property taxes owed to the County had not been
paid on the Hatteras Property since 2008. Pursuant to California
tax law, the properties were "tax defaulted" and "subject to [the
County's] power to sell" three years after default.  The Debtor
purchased the Hatteras Property from E.R. Financial Services &
Development, Inc., NH Simpson Partnership, OF General Partnership,
and EM Partnership on April 9, 2012, for $60,000, subject to three
deeds of trust totaling $920,000.

The second property is located in San Fernando, California.  Taxes
on the San Fernando Property also had not been paid since 2008.
On April 9, 2012, E&N transferred the San Fernando Property to the
Debtor for "valuable consideration."

On Aug. 31, 2012, the County served a Notice of Auction for a tax
sale of the Properties on all interested parties; the sale was set
for Oct. 22, 2012.  The Notice of Auction was published on that
date in the Los Angeles Daily News. The record indicates that the
Debtor, as record owner of the Hatteras Property, was notified of
the auction.  The Debtor is not on the list of parties given
notice concerning the sale of the San Fernando Property, likely
because the record owner of the San Fernando Property in August
2012 was still E&N, who received notice.

The County conducted the tax sales of the Properties at public
auction on Oct. 22, 2012.  The Hatteras Property was sold to
appellee Haghnazarzadeh for $300,000, subject to the three deeds
of trust. The San Fernando Property was sold to appellee
Volodinsky for approximately $100,000.

In its complaint, the Debtor asked the bankruptcy court to grant
relief on five separate claims: (1) to avoid the tax sales as
fraudulent transfers; (2) for declaratory judgment; (3) for an
injunction; (4) for violation of the automatic stay; and (5) for
unjust enrichment.

The County filed a motion to dismiss the complaint, arguing that
the Properties were each sold before bankruptcy was commenced, at
a regularly scheduled tax sale with competitive bidding
procedures, all in compliance with applicable state law. As a
result, the County contended, the purchase price paid by the
buyers of the Properties should be conclusively presumed to
represent reasonably equivalent value and, therefore, there was no
legal basis to avoid the tax sales as fraudulent transfers under
11 U.S.C. Sec. 548(a). Further, since the tax sales occurred
prepetition, the County argued that the Properties were not
property of the estate under Sec. 541 and thus were not protected
by the automatic stay when the Debtor's bankruptcy petition was
filed.

Haghnazarzadeh filed a substantially similar motion to dismiss.

The Debtor responded to the dismissal motions, saying the sales
were not made for reasonably equivalent value and, thus, were
avoidable.

According to the Ninth Circuit BAP, the bankruptcy court did not
err in dismissing the Debtor's complaint and did not abuse its
discretion in denying leave to amend the complaint and
reconsideration of the Dismissal Order.

The appellate case is, TRACHT GUT, LLC, Appellant, v. COUNTY OF
LOS ANGELES TREASURER AND TAX COLLECTOR; DAVID HAGHNAZARZADEH;
YURI VOLODINSKY, Appellees, BAP No. CC-13-1229-PaTaD (9th Cir.
BAP).  A copy of the Ninth Circuit BAP's January 3, 2014 Opinion
is available at http://is.gd/dPB6exfrom Leagle.com.

The three-judge panel of the Ninth Circuit BAP consists of
Bankruptcy Judges Pappas, Taylor and Dunn.

Mark Eugene Goodfriend, Esq., argued for Tracht Gut, LLC.

Barry S. Glaser, Esq., argued for County of Los Angeles Treasurer
and Tax Collector.

Tracht Gut LLC filed a petition for relief under chapter 11
(Bankr. C.D. Calif. Case No. 12-20308) on Nov. 27, 2012,
represented by William H. Brownstein, Esq. --
Brownsteinlaw.bill@gmail.com -- at William H. Brownstein &
Associates, P.C., and estimating under $1 million in both assets
and liabilities.  A copy of the petition is available at
http://bankrupt.com/misc/cacb12-20308.pdf


TRUSTMARK GROUP: A.M. Best Affirms 'bb' Debt Rating
---------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings of A-
(Excellent) and issuer credit ratings (ICR) of "a-" of Trustmark
Insurance Company, Trustmark Life Insurance Company (Trustmark
Life) (both domiciled in Lake Forest, IL) and Trustmark Life
Insurance Company of New York (Trustmark Life NY) (Albany, NY)
(collectively referred to as Trustmark).

Concurrently, A.M. Best has affirmed the ICR of "bbb-" of the
holding company, Trustmark Group, Inc. (Trustmark, Inc.), and the
debt rating of "bb" on $75 million floating rate trust preferred
securities due 2035 (with $39 million outstanding) issued by
Trustmark Finance Trust I.  The outlook for all ratings is stable.

The rating affirmations reflect the organization's overall
diversity in its insurance offerings, its continued profitable
financial results and favorable risk-adjusted capitalization.
Additionally, Trustmark continues to report strong premium growth
and profitability in its core voluntary benefits segment, despite
a challenging competitive and economic environment.  Trustmark is
positioning itself for revenue growth in its core lines of
business to replace the revenue from non-core or divested
segments.

Trustmark Life continues to have a fair amount of risk related to
in-force business within the group health market, primarily group
major medical business.  However, Trustmark Life no longer sells
group fully insured employer medical and is transitioning small
groups to self-funding, as well as expanding into other states.
However, the stop-loss business continues to be very challenging
with narrow margins and competition consisting of larger
companies.  As the Trustmark organization moves through the
transition, it has become less reliant on group major medical
business for revenue and operating earnings.

In recent years, Trustmark has made a conscious effort to grow its
non-insurance businesses, such as third party administrative
services through its CoreSource division, as well as Health
Fitness Corporation, which serves as a platform for its wellness
and population health management services and to enhance marketing
capabilities.

Trustmark, Inc.'s debt-to-capital ratio is approximately 12%,
which is considered low, and it maintains ample interest coverage.

Trustmark's ratings are well positioned at the current level.
Factors that could result in negative rating actions include
adverse trends in capital, growth of its voluntary line of
products below A.M. Best's expectations or its inability to
profitably grow its small group stop-loss business.


TRYALL OMEGA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Tryall Omega, Inc.
        507 N. Sam Houston Parkway E.,Suite 415
        Houston, TX 77060

Case No.: 14-30317

Chapter 11 Petition Date: January 10, 2014

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

Judge: Hon. David R Jones

Debtor's Counsel: Matthew Hoffman, Esq.
                  LAW OFFICES OF MATTHEW HOFFMAN, P.C.
                  2777 Allen Parkway, Suite 1000
                  Houston, TX 77019
                  Tel: 713-654-9990
                  Fax: 713-654-0038
                  Email: mhecf@aol.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Robert Hynds, president.

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


VAUGHAN CO: Defendants Denied Leave to Amend Answers to Complaint
-----------------------------------------------------------------
District Judge William P. Johnson in New Mexico denied the request
of various defendants for leave to file an amended answer to the
adversary proceedings commenced by Judith A. Wagner, Chapter 11
Trustee of the bankruptcy estate of The Vaughan Company, Realtors.

Doug Vaughan ran a Ponzi scheme which landed him in federal prison
and resulted in his company, Vaughan Company Realtors, filing for
bankruptcy protection.  The adversary proceedings seek to recover
payments made by VCR to various parties who invested in VCR's
promissory note program.

The cases are JUDITH A. WAGNER, Chapter 11 Trustee of the
bankruptcy estate of The Vaughan Company, Realtors, Master
Plaintiff, v. JONATHAN LEVANN, JULES APPELMAN, as personal
representative of the estate of Shirley Herndon, RONALD FRANK,
VICKI FRANK, individually and as Trustee of the Vicki Frank Trust
dated April 13, 2004, JULES APPELMAN, individually, JULES APPELMAN
AS TRUSTEE OF THE JULES F. APPELMAN TRUST, and ACADEMY PLUMBING,
HEATING, AIR CONDITIONING & ELECTRIC, INC. d/b/a Academy Deferred,
DAVID DEFURIA, MICHAEL MENKE, JAMES RICHARDS, individually and as
Trustee of the James Richards Revocable Trust, SCOTT O'HARA,
DANIEL FENTON, and NANCY FENTON, MICHAEL ROSENBERG, individually,
MICHAEL ROSENBERG, as trustee of the Rosenberg SRE Trust, dated
September 19, 1991, JOHN DOE, as trustee of the Rosenberg SRE
Trust, dated September 19, 1991, and EMILY ROSENBERG, STEVEN
PAZAND, FRANCIS HOVORKA, MOSTAFA JAFARI, MARTEZA JAFARI a/k/a
MORTEZA JAFARI a/k/a MORI JAFARI, MARYAM JAFARI, MELIKA JAFARI,
MOHAMMAD REZA JAFARI, ZAHRA JAFARI, VAHID DERISS, MOJTABA JAFARI,
and FARZANEH JAFARI, ABBAS ANSARI and PEYMANEH POUR, husband and
wife, MARIE YEH, individually and as personal representative of
the estate of Chon-Chiun Yeh, JENNY YEH NELSON, JULIE C. LOUIE,
DAVID L. LOUIE, JOHN DOE, as trustee of the YEH FAMILY REVOCABLE
TRUST uta dated October 2, 2001, JIMMY CHIH MING YEH a/k/a JIMMY
C. YEH, RACHEL HANYEH, and MARIE YEH as personal representative of
the estate of Chon-Chiun Yeh d/b/a Chinese Acupuncture Clinic,
MERRION FAMILY LIMITED PARTNERSHIP, a/k/a Merrion Limited
Partnership, DENNIS FAHEY, JERRY DAVIS and CONNIE DAVIS, SAID
BANDI a/k/a SAID ALAGHE BANDI, individually, SAID BANDA d/b/a
Bandi Engineering, BANDI ENGINEERING COMPANY, INC., ADF FINANCIAL,
INC., SHAHLA BANDI a/k/a SHAHLA ZOLFAGHARI, MARYAM ALAGHE-BANDI,
HAMID ALAGHE BANDI, HOSSEIN ALAGHE BANDI, ABDUL DABIRI, SHARAREH
SHAHIN, And NEW MEXICO ACCOUNTING SPECIALISTS, INC., STEVEN S.
ETKIND and SHERRY ETKIND, husband and wife; STEVEN S. ETKIND, as
trustee of STEVEN AND SHERRY ETKIND REVOCABLE LIVING TRUST; and
TALIA ETKIND, DANIEL R. MOWERY, and MARSHA J. MOWERY, Defendants,
Case Nos. 12-CV-00817-WJ-SMV, 12-CV-00187-WJ-SMV, 12-CV-00188-WJ-
SMV, 12-CV-00189-WJ-SMV, 12-CV-00190-WJ-SMV, 12-CV-00197-WJ-SMV,
12-CV-00200-WJ-SMV, 12-CV-00203-WJ-SMV, 12-CV-00207-WJ-SMV, 12-CV-
00208-WJ-SMV, 12-CV-00241-WJ-SMV, 12-CV-00270-WJ-SMV, 12-CV-00291-
WJ-SMV, 12-CV-00299-WJ-SMV, 12-CV-00300-WJ-SMV, 12-CV-00301-WJ-
SMV, 12-CV-00303-WJ-SMV, 12-CV-00306-WJ-SMV, 12-CV-00359-WJ-SMV,
12-CV-00360-WJ-SMV, 12-CV-00391-WJ-SMV, 12-CV-00754-WJ-SMV, 12-CV-
01105-WJ-SMV (D. N.M.).

A copy of Judge Johnson's Jan. 8, 2014 Memorandum Opinion and
Order is available at http://is.gd/SBGqG5from Leagle.com.

                     About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VAREL INTERNATIONAL: S&P Puts 'B-' CCR on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Varel International Energy
Services Inc. on CreditWatch with positive implications, meaning
that S&P could either raise or affirm the ratings following the
completion of its review.

As of fiscal year-end July 31, 2013, Varel had approximately
$303 million of funded debt outstanding.

The rating action follows the company's announcement that Sandvik
AB will acquire the company for a purchase price of approximately
$740 million.  S&P believes Varel's credit profile would improve
if the acquisition by the larger and financially stronger Sandvik
AB is consummated.

"We will resolve the CreditWatch listing for Varel on completion
of the proposed transaction.  The ratings for Varel could be
raised as high as Sandvik's ratings.  We would withdraw the
ratings on Varel's debt if Varel's debt is repaid upon completion
of the transaction, which we believe could occur given Sandvik's
stronger credit profile," said Standard & Poor's credit analyst
Mark Salierno.


VHGI HOLDINGS: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: VHGI Holdings, Inc.
                103 N. Court St.
                Sullivan, IN 47882

Case Number: 14-80005

Involuntary Chapter 11 Petition Date: January 9, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Terre Haute)

Judge: Hon. Frank J. Otte

Petitioners' Counsel: Robert D. McMahan, Esq.
                      MCMAHAN LAW FIRM
                      PO Box 3105
                      Terre Haute, IN 47803
                      Tel: 812-235-2800
                      Fax: 812-238-9486
                      Email: tiffany@mcmahanlaw.net

Alleged Debtor's petitioners:

  Petitioner                      Nature of Claim   Claim Amount
  ----------                      ---------------   ------------
  Steven Wallitt                  unsecured claim     $100,000
  12 Abby Dr.
  Lawrenceville, NJ 08648

  Lawrence Brockman               unsecured claim      $77,500
  9025 Wilshire Blvd.
  Suite 307
  Beverly Hills, CA 90211

  Laura Simon                     unsecured claim      $50,000
  6631 NW 25th Ave.
  Boca Raton, FL 33496

  Ed Dupcak                       unsecured claim      $25,000
  74 Tarragon Lane
  Edgewater, MD 21037


VISKASE COS: S&P Rates New $275-Mil. First Lien Loan 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Darien, Ill.-based Viskase Cos. Inc.'s proposed
$275 million first-lien term loan B due 2021.  The recovery rating
on the proposed first-lien term loan B is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of
payment default.

Viskase will use the proceeds to refinance the existing
$215 million first-lien notes due 2018, repay revolver borrowings,
provide additional cash to the balance sheet, and apply the
remainder to transaction fees and expenses.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Viskase.  The outlook is stable.

The company will retain its $25 million asset-based revolver due
2015 which S&P do not rate.

"The ratings affirmation reflects our assessment that the proposed
refinancing transaction will have a minimal impact on Viskase's
credit measures," said Standard & Poor's credit analyst Henry
Fukuchi.  While debt levels will increase pro forma for this
transaction, we expect this increase to be offset by the company's
improving earnings and free cash generation.

S&P views Viskase's business risk profile as "weak" based upon its
participation in the highly competitive non-edible casings niche
within the packaging industry and its narrow scope of operations.
One-time reorganization costs, plant inefficiencies, and
unfavorable foreign currency translation have led to weak
operating margins in the past.  However, ongoing cost reductions,
an improved product mix, and productivity initiatives have
resulted in considerable improvement in profitability over the
past few quarters.  S&P's business risk assessment also
incorporates its view of the global packaging industry's
"intermediate" risk and a "low" country risk.

S&P's assessment of Viskase's financial risk profile as "highly
leveraged" reflects the risks associated with its financial
sponsor-owned status, high debt leverage, and weak cash flow
protection measures.  However, the proposed refinancing
transaction will have minimal impact on credit measures because
S&P believes that better operating performance in the next few
years will more than offset the increase in debt levels.

The outlook is stable.  Relatively steady demand, limited excess
capacity in cellulosic casings, ongoing cost-reduction
initiatives, improving product mix, and increasing sales from
emerging markets should enable Viskase to sustain its EBITDA
margins at about 16.5%.  S&P's base-case scenario incorporates its
expectation that Viskase will be able to maintain FFO to total
adjusted debt in the midteens percentage area after the proposed
transaction.

S&P could raise the ratings if EBITDA margins are maintained at
current levels, volumes increase by 15% or more from current
levels, and a releveraging transaction appears unlikely.  In this
scenario, S&P would expect leverage to decrease to less than 4x
and FFO to total adjusted debt to increase to 20%.

S&P could lower the ratings if price competition, weaker operating
results, or unexpected cash outlays related to capital expansion
or shareholder rewards deplete Viskase's liquidity, such that its
cash balances and revolver availability decline significantly.  In
addition, S&P could lower the ratings if operating margins weaken
by 300 basis points (bps), or if volumes decrease by 15% or more
from current levels.  If this were to occur, S&P expects that the
company's FFO to total adjusted debt would deteriorate to around
10%, while leverage would increase to around 6x.


W.R. GRACE: Moody's Assigns 'Ba2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of Ba2 and a probability of default rating (PDR) of Ba2-PD
to W. R. Grace & Co.--Conn. (Grace). Concurrently, Moody has
assigned a Ba2 rating to Grace's proposed $1.55 billion first-lien
senior secured credit agreement. The first-lien senior secured
credit agreement consists of (1) an equivalent $400 million
revolving credit facility due 2019; (2) an equivalent $900 million
term loan facility due 2021; and (3) a $250 million delayed-draw
term loan due 2021. Moody's has also assigned an SGL-2 speculative
grade liquidity rating. The outlook on the ratings is stable.
These ratings assume that the terms of the final executed
agreements will be substantially similar to the draft
documentation provided.

This is the first time that Moody's has assigned ratings to Grace
since it filed for reorganization under Chapter 11 of the United
States Bankruptcy Code on April 2, 2001. Grace recently announced
that it expects to get approval for the final pre-bankruptcy claim
settlement at a bankruptcy court hearing scheduled for 29 January
2014. Grace has also announced a pending placement of $1.55
billion in senior secured debt (the transaction) to fund an
approved, post-bankruptcy, reorganisation plan.

Moody's understands that the proceeds from the proposed
transaction will primarily be used to (1) fund Grace's initial
contributions to two ongoing asbestos-related claims trusts; (2)
pay pre-bankruptcy unsecured debt claims, with accrued interest;
and (3) pay related transaction fees and expenses.

Moody's expects Grace to emerge from bankruptcy on or around 31
January 2014, assuming approval from the bankruptcy court on the
final settlement and the successful execution of the debt
placement transaction.

"The assigned Ba2 CFR reflects Grace's moderate financial leverage
and our expectation that after emerging from bankruptcy the
company will face several potential threats to its credit profile,
including ongoing asbestos-related payments, legacy reputational
concerns, and newly energized shareholders," says Anthony Hill, a
Moody's Vice President - Senior Analyst and lead analyst for
Grace.

Assignments:

Issuer: W.R. Grace & Co.-Conn.

Corporate Family Rating, Assigned Ba2

Probability of Default Rating, Assigned Ba2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured Bank Credit Facilities, Assigned Ba2 LGD3, 40 %

RATINGS RATIONALE

The Ba2 CFR assigned to Grace reflects the company's moderate
financial leverage, which Moody's expects will be around 3.5x
debt/EBITDA (on a Moody's-adjusted basis) for the financial year-
end December 2013 and pro forma for the transaction. While Moody's
expects the company to reduce leverage over the coming quarters,
Grace is significantly exposed to a challenged US construction
market and a weak European chemicals trading environment that is
expected to exist through at least 2014.

The rating also reflects Moody's cautious view of the company's
lack of operating history outside of bankruptcy court protection.
The Grace corporate bankruptcy has been one the longest in US
history. For over 12 years, Grace has received court protection
from the demands of claimants, creditors, and shareholders. While
in bankruptcy, Grace's acquisition ambitions were modestly
constrained. Moody's believes that when Grace emerges from
bankruptcy, the company will face extraordinary distractions that
may dilute management's attention. These concerns will include
cash management for the funding of ongoing asbestos- and
environmental-related obligations through at least 2033; enhanced
corporate governance to offset legacy reputational issues; an
expanding business model that calls for ongoing acquisitions; and
newly energized shareholder demands. Each of these areas
represents a potential threat to Grace's post-bankruptcy credit
profile.

Grace has three segments, the largest of which is the catalyst
business, which generate over two-thirds of its total EBITDA.
Grace is a leading global provider of refinery catalysts. Moody's
expects continued global growth in demand for refined oil
products, such as transportation fuels, over the coming years,
especially in the emerging markets. As a result, Moody's also
expects demand for refining catalysts to remain solid over the
coming years, making it necessary for Grace to ensure sufficient
investments in its current plants and its global expansion
projects in order to maintain its competitive position and an
adequate level of supply for its customers.

Moody's believe that the new threats to the company's credit
profile are partially offset by its moderate leverage and elevated
free cash flow. The rating agency is concerned that upon emergence
management may make shareholder remuneration a higher priority or
that other exogenous events may delay deleveraging. Additionally,
Grace's global competition in the refinery catalyst business are
larger and have more financial flexibility; companies such as
Royal Dutch Shell Plc (Aa1 stable), BASF (SE) (A1 stable),
LyondellBasell Industries N.V. (Baa1 stable), and Albemarle
Corporation (Baa1 stable).

Furthermore, Moody's believes that the move to lighter refinery
feedstocks in US combined with the economic slowdown in Europe
(primarily affecting the construction segment) will pressure top-
line revenue generation and profitability at Grace.

Yet for all of these concerns, the Ba2 CFR also reflects Grace's
strength as a leading specialty chemicals producer for the global
refining catalyst, packaging, and construction industries, with a
track record of maintaining solid market share positions across a
diverse product line. The rating also acknowledges Grace's proven
ability to generate solid cash flows through all global economic
cycles, and its resilient business model, solid operating
performance, and ability to pass through material and production
costs while simultaneously improving marginal income. Ultimately,
the rating agency expects Grace's operating performance to be
solid over the coming quarters/ years.

Moody's believes that Grace's liquidity, pro forma the
transaction, will comfortably cover its near-term requirements.
Pro forma for the transaction and by financial year-end December
2014, Moody's expects the company to exhibit an adjusted cash
balance of approximately $475 million. Internally generated cash
flow and the undrawn $400 million revolving credit facility will
cover the company's ongoing basic cash needs, such as debt service
and amortisation, working capital needs, expected capital
expenditures (including expansionary capital investments), and any
legacy liability payments.

Using Moody's Loss Given Default (LGD) methodology, the PDR is
equal to the CFR, based on a 50% recovery rate, primarily due to
the covenant-lite structure of the senior secured credit
facilities. Moody's also used this methodology to assign a Ba2
rating to the revolving credit facility and other first-lien
senior secured credit facilities. In Moody's opinion, the level of
US-based collateral backing Grace's US-issued debt is not adequate
to warrant any upward notching of the ratings of the first-lien
senior secured credit facilities. As a result, these ratings are
also equal to the CFR.

OUTLOOK

The stable outlook reflects Moody's expectation that Grace's post-
bankruptcy credit metrics will improve over the coming quarters,
in line with the rating agency's expectation of continued solid
operational performance.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider upgrading Grace's rating if the company (1)
has no new or significant claims related to legacy liabilities
made against it; (2) maintains conservative financial policies
with respect to acquisitions and shareholder distributions; and
(3) continues to meet, or exceed, Moody's operational performance
expectations post bankruptcy and over the coming quarters.
Quantitatively, Moody's would consider upgrading Grace's ratings
if the company's Moody's-adjusted (1) debt/EBITDA ratio is around
3.0x; (2) EBITDA/interest expense ratio is above 6.0x; and (3)
retained cash flow/debt ratio is above 20% -- all on a sustained
basis.

Conversely, while Moody's does not expect downward pressure on the
rating, the rating agency could assess the potential for a
downgrade if Grace's financial policies, with respect to
acquisitions and shareholder distributions, become aggressive; or
the company's operating performance exhibits any sign of sustained
weakness. Quantitatively, Moody's would consider downgrading
Grace's ratings if the company's Moody's-adjusted (1) debt/EBITDA
ratio increases to around 4.0x; (2) EBITDA/interest expense ratio
falls below 4.0x; or (3) retained cash flow/debt ratio falls to
around 15%.

PRINCIPAL METHODOLOGY

The principal methodology used in rating W. R. Grace & Co.--Conn.
was the Global Chemicals Industry Methodology, published in
December 2013. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA, published in June 2009.

Headquartered in Maryland, USA, W. R. Grace & Co. is the ultimate
parent of W. R. Grace & Co.-Conn. Grace is a manufacturer of
specialty chemicals and materials with operations in over 40
countries. Grace has three major reporting segments: (1) catalysts
technologies (40% of 2012 revenue); (2) materials technologies
(27%); and (3) construction products (33%). Approximately 72% of
the company's sales are generated outside of the US. Moody's
projects Grace's financial year-end December 2013 revenues and
Moody's-adjusted EBITDA, pro forma for the transaction, will be
approximately $3.0 billion and $716 million, respectively.


WEST 380: Court Dismisses Chapter 11 Case
-----------------------------------------
The U.S. Bankruptcy Court has dismissed, at the behest of West 380
Family Care Facility, the Debtor's Chapter 11 case.  The Debtor
filed the motion for dismissal out of an abundance of caution
because the partial shutdown of the federal government on Oct. 1,
2013, may prevent the U.S. Trustee from prosecuting its motion to
convert or dismiss that was continued until Oct. 10, 2013.  The
Debtor said it is almost out of funds and does not have the funds
necessary to continue operating and to remain in bankruptcy to
continue the U.S. Trustee's motion for relief beyond Oct. 10,
2103.

                         About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WILD WATERS: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Wild Waters L.P.
        759 N. Mountain
        Upland, CA 91786

Case No.: 14-10316

Chapter 11 Petition Date: January 10, 2014

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Wayne E. Johnson

Debtor's Counsel: Stephen R Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE, P.C.
                  350 W Fourth St
                  Claremont, CA 91711
                  Tel: 909-985-6500
                  Fax: 909-399-9900
                  Email: laurel@srwadelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gilbert Rodriguez, Jr., general
partner.

The Debtor listed Preferred Bank, at 601 South Figueroa, in Los
Angeles, CA 90017, as its largest unsecured creditor holding a
claim of $7,538,408.


WINDMILL DURANGO: Court Dismisses Chapter 11 Case
-------------------------------------------------
The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada has dismissed the Chapter 11 case of Windmill
Durango Office II, LLC.

In a filing dated Jan. 3, 2014, the Debtor stated that it entered
into a stipulation with Bank of Nevada, in accordance with the
first amended forbearance agreement dated Dec. 20, 2013.  Under
the terms and conditions of the settlement agreement, the parties
stipulate to voluntarily dismiss the Debtor's bankruptcy case.

As a condition of the dismissal, the Debtor will comply with
the general financial reporting requirements set forth in the
interim order granting in part the Debtor's emergency motion:
(i) preliminarily determining extent of cash collateral and
authorizing interim use of cash collateral; and (ii) scheduling a
final hearing to determine extent of cash collateral and
authorizing use of cash collateral by the Debtor.  The Debtor will
submit monthly profit and loss statements, which Monthly Reports
will include the detail of the usage of any and all cash expended
on a monthly basis, clearly designating the specific uses of the
funds and the remaining balance of cash each month post-dismissal.
The Debtor will continue to operate its business pursuant to a
budget approved by the Bank.

The parties stipulated that the Debtor will not voluntarily, or
induce any other third parties to involuntarily refile any
petition under Title 11 of the U.S. Bankruptcy Code for any future
subsequent bankruptcy relief under Chapter 7 or Chapter 11, or any
other applicable chapter under the Bankruptcy Code.  In the event
that the Debtor refiles for bankruptcy relief after the dismissal
of this case, the Debtor will stipulate to the termination of the
automatic stay.

The Bank is represented by:

         COTTON, DRIGGS, WALCH, HOLLEY, WOLOSON & THOMPSON
         Richard F. Holley, Esq.
         Ogonna M. Atamoh, Esq.
         400 South Fourth Street, Third Floor
         Las Vegas, Nevada 89101

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) in Las Vegas, Nevada, on
July 26, 2013.  Matthew C. Zirzow, Esq., at Larson & Zirzow, in
Las Vegas, serves as counsel.  The Debtor estimated at least
$10 million in assets and liabilities.


YESHIVA UNIVERSITY: Moody's Cuts Rating to B1, Still Under Review
-----------------------------------------------------------------
Moody's Investors Service has downgraded Yeshiva University's
rating to B1 from Baa2, and kept the rating on review for
downgrade. The rating action reflects the university's extremely
narrow unrestricted liquidity, resulting in reliance on external
credit facilities to support operations, and prolonged severe cash
flow deficits leading to financial resource erosion. The rating
remains on review for downgrade to evaluate audited fiscal 2013
results, expected in March, and management's execution of
strategic initiatives to improve liquidity and operating
performance. The action concludes the review for downgrade
initiated on October 9, 2013.

Summary Rating Rationale

The magnitude of the downgrade to B1 reflects the depth of
operating and cash flow deficits concurrent with extremely thin
unrestricted liquidity and lack of a clear strategy to regain
financial equilibrium. Minimal headroom, if any, expected under
covenants exacerbates risks of limited liquidity and heavy
reliance on external bank lines. Extraordinary reliance on the
endowment to fund operations and cover debt service, likely to
continue for the near-term, will erode or, at best, prohibit
growth of financial reserves in line with peers.

The rating reflects the immediate need for an operating and
financial turnaround that is sustainable and transparent
throughout Yeshiva's consolidated businesses. Ongoing exposure to
potentially negative reputational and financial impacts from
pending litigation as well as organizational restructurings
constrains the B1 rating.

Positive considerations for the rating include Yeshiva's niche
market position as a comprehensive university in New York City
under Jewish auspices with a history of strong donor support,
healthy revenue diversity and marketable real estate. The rating
favorably incorporates the relatively large size of the
university's assets despite the high proportion that is restricted
and an endowment with a high allocation to illiquid investments.

The review for downgrade will focus on our review and
interpretation of Yeshiva's audited fiscal 2013 results, business
and financial restructuring strategies, the status of financial
covenants, and future borrowing.

WHAT COULD MAKE THE RATING GO DOWN

Further negative rating action could result if the university is
unable to develop and successfully implement strategic efforts to
improve cash flow and liquidity. Financial resource deterioration,
a covenant breach, or inability to access external credit
facilities or the debt market would also lead to negative rating
pressure.

WHAT COULD MAKE THE RATING GO UP

Given the ongoing challenges faced by the university, an upgrade
or return to a stable outlook are unlikely in the medium term.
Confirmation of the B1 rating or upward rating pressure could
result from successful execution of a clearly formulated strategy
that results in balanced operations without damaging the
university's reputation, improved liquidity, and resolution of
pending legal claims with minimal financial impact.


YSC INC: Jan. 31 Hearing on Bank's Bid to Foreclose
---------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 31, 2014, at
9:30 a.m., the request of Whidbey Island Bank for relief from the
automatic stay in the Chapter 11 case of YSC, Incorporated.
Objections, if any, are due Jan. 24.

According to Whidbey Island Bank, the relief from stay will allow
it to proceed with the foreclosure of its deed of trust on the
real property of Sang Kil Yim and Chan Sook commonly known as the
Ramada Inn located at 4520 Martin Way E. Olympia, Thurston County,
Washington, and personal property located thereon including but
not limited to furniture, fixtures, equipment and inventory.
Additionally, the relief will permit Whidbey Island Bank to file
its petition for the appointment of a custodial receiver of the
real and personal property in the Thurston County Superior Court.

Whidbey Island Bank also requested that the Debtor be ordered to
turn over to the funds held in Anchor Bank account or such other
account established for the rental proceeds of the Ramada Inn.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.


* 11th Circ. Rejects Insurer's Cross-Appeal in Row With FDIC
------------------------------------------------------------
Law360 reported that the Eleventh Circuit shut down St. Paul
Mercury Insurance Co.'s bid for new arguments in a dispute over
whether it has to indemnify bank directors and officers in suits
brought by the Federal Deposit Insurance Corp., saying the insurer
lacked standing to cross-appeal.

According to the report, the three-judge panel threw out the
cross-appeal in a one-page decision that included a longer
concurring opinion from U.S. Circuit Judge Beverly B. Martin, who
sought to clarify that the order didn't preclude certain arguments
St. Paul had raised previously.


* Ch. 9 Appeals May Open Doors for Distressed Cities
----------------------------------------------------
Law360 reported that as San Bernardino's Chapter 9 eligibility
ruling heads to the Ninth Circuit and Detroit gears up for its own
potential fight, municipal restructuring experts say judges are
likely to give the benefit of the doubt to the cities and not the
pension funds challenging the bankruptcies.

According to the report, the anticipated uptick in municipal
bankruptcies in the coming year makes it important to cities and
towns all over the U.S. -- not just already bankrupt cities like
San Bernardino, Stockton and Detroit -- to have a firm authority.


* Fraud Trial Is Key to Mortgage Probe
--------------------------------------
Jean Eaglesham, writing for The Wall Street Journal, reported that
the line between savvy sales tactics and securities fraud isn't
always easy to find, at least in the murky world of mortgage-bond
deals.

According to the report, the criminal trial of Jesse C. Litvak in
federal court in New Haven, Conn., next month will shine a light
on this issue. It could also have a big impact on a wide-ranging
probe into whether banks cheated mortgage-bond clients in the
years after the financial crisis, legal experts said.

Prosecutors allege Mr. Litvak, a former Jefferies LLC trader,
cheated his clients out of a total of more than $2 million, the
report related.  Mr. Litvak is accused of using dishonest sales
tactics to inflate the prices the clients were willing to pay for
the bonds, including inventing imaginary sellers, and lying about
how much Jefferies had paid for the bonds.

Lawyers representing Mr. Litvak, who has pleaded not guilty to the
charges, have said he has done nothing wrong and that the hedge
funds and other Wall Street firms that bought the bonds were
capable of deciding fair prices, based on the yield and other
characteristics, the report further related.  The alleged secret
extra markups on the bond were too small to have mattered to the
investors, a court filing by the defense lawyers said last year.

A markup on an asset, generally speaking, is the difference
between what it cost and the price paid by the seller, the report
said.  The bigger the markup, the greater the profit for traders.


* Homeowners Pay $31,200 for Contempt in Stay Violation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals for the Fourth Circuit
(Richmond) upheld a $31,200 contempt sanction against homeowners
for violating a bankruptcy discharge injunction even though they
never intended to collect from the bankrupt.

According to the report, the homeowners hired a contractor who
messed up the job.  Originally, they couldn't sue the contractor
because they couldn't find him. Later, the contractor filed for
bankruptcy, and his debt to the homeowners was discharged.  The
homeowners sued in Minnesota state court for $58,000, to comply
with state law giving them the chance of recovering as much as
$50,000 from an insurance fund for faulty work by a contractor who
couldn't pay.  To recover from the fund, they had to have a
judgment against the contractor.

The U.S. Court of Appeals upheld the sanction in an unsigned
opinion on Jan. 3, saying it was "irrelevant" that the homeowners
didn't intend to collect from the contractor, the report related.
The fact that they sued showed a willful violation of the
discharge injunction, the report said.

The appeals court explained how the homeowners could have avoided
contempt by going first to the bankruptcy court for a modification
of the stay and erection of machinery to insure a judgment
wouldn't affect the bankrupt contractor, the report further
related.

The case is Bradley v. Fina (In re Fina), 12-2526, U.S. Court of
Appeals for the Fourth Circuit (Richmond).


* Senators Seek Disclosure over Firms' Wrongdoing
-------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that U.S.
government agencies would have to provide "accessible and
detailed" disclosure of settlements over corporate wrongdoing
under a bill proposed by Senators Elizabeth Warren and Tom Coburn
on Jan. 9.

"Anytime an agency decides that an enforcement action is needed,
but it is not willing to go to court, that agency should be
willing to disclose the key terms and conditions," Warren said in
a statement, the report cited. "Increased transparency will shut
down back-room deal-making and ensure that Congress, citizens and
watchdog groups can hold regulatory agencies accountable for
strong and effective enforcement."

According to the report, Warren, a Massachusetts Democrat, and
Coburn, an Oklahoma Republican, announced their proposal a day
after JPMorgan Chase & Co. agreed to pay $2.6 billion to resolve
criminal and civil allegations related to the bank's dealings with
Bernard Madoff, the New York money manager convicted for running a
Ponzi scheme.

Under the lawmakers' Truth in Settlements Act, all public
statements referencing dollar amounts would have to include
explanations of how those agreements are categorized for tax
purposes and whether payments may be offset by "credits," the
report related. The bill would have to gain approval by the full
Senate and the Republican-controlled House before it could go to
President Barack Obama to be signed into law.

"Since agencies are not currently required to disclose the
financial structure of government settlements, too often the true
value of those settlements is not known," Coburn said in the
statement, the report cited.  "Our bill gives taxpayers the
transparency tools they need to access real information and
numbers."


* Supreme Court Considers Fourth Bankruptcy Case on Jan. 24
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. Supreme Court justices will hold a conference on Jan.
24 to decide whether they will permit what would be the fourth
bankruptcy case to reach the high court in the term ending in
June.

According to the report, the case is Spehar Capital LLC v. Mayer
Brown Rowe & Maw LLP, 13-619, U.S. Supreme Court (Washington),
which involves the equity powers of federal courts in lawsuits
arising from bankruptcy.  The firm prevailed on the U.S. Court of
Appeals in Chicago to uphold dismissal of a lawsuit based on a
theory known as judicial estoppel, barring someone from taking
inconsistent positions in court.

Mr. Rochelle said the Supreme Court doesn't ordinarily explain
when it declines to allow an appeal.

The case in the appeals court was Grochocinski v. Mayer Brown Roe
& Maw LLP, 10-2057, U.S. Court of Appeals for the Seventh Circuit
(Chicago). The case in district court was Grochocinski v. Mayer
Brown Rowe & Maw LLP, 06-5486, U.S. District Court, Northern
District Illinois (Chicago).


* Moody's Global Spec-Grade Default Rate Ends 2013 at 2.6%
----------------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
came in at 2.6% in the final quarter of 2013, down from 3.0% in
the prior quarter and close to the rating agency's year-ago
forecast of 3.0%, Moody's Investors Service says in its monthly
default report. A total of 62 Moody's-rated corporate debt issuers
defaulted last year, with nine defaulting in the fourth quarter.

Moody's "December Default Report" is now available, as are Moody's
other default research reports, in the Ratings Analytics section
of Moodys.com.

"The corporate default rate remains below its historical average,
given strong balance sheet fundamentals and ample liquidity," says
Albert Metz, Managing Director of Credit Policy Research. "And
moving into the new year, we expect a somewhat lower corporate
default rate given our expectations for more robust economic
growth."

In the US, the speculative-grade default rate dropped to 2.2% in
the fourth quarter of 2013, down from 2.7% in the prior quarter.
At end-December 2012, the US rate stood at 3.4%. In Europe, the
rate declined to 3.4% in the fourth quarter from 3.6% in the
third. At end-December, the European default rate stood at 2.5%.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to remain low in 2014, and to end
it at 2.3%.

By region, the model predicts that the rate will be 2.3% in the US
and 2.1% in Europe by the end of this year. And across industries,
Moody's expects default rates to be highest in the Metals & Mining
sector in the US, and the Hotel, Gaming & Leisure sector in Europe
in 2014.

By dollar volume, the global speculative-grade bond default rate
dropped to 1.0% in the fourth quarter of 2013 from 1.7% in the
third. The global dollar-weighted default rate ended 2012 at 1.9%.

In the US, the dollar-weighted speculative-grade bond default rate
fell to 0.4% in the fourth quarter from 1.3% in the third. The
comparable rate was 1.7% at year-end 2012.

In Europe, the dollar-weighted speculative-grade bond default rate
remained unchanged at 3.1% from the third to the fourth quarter,
and ended 2012 at 2.5%.

Moody's global distressed index arrived at 7.4% at the end of the
fourth quarter 2013, down from 8.6% in the prior quarter. At year-
end 2012, the index was a noticeably higher 14.1%.

In the leveraged-loan market, there were no Moody's-rated defaults
during the final quarter of 2013. The US leveraged-loan default
rate finished at 2.2% in the fourth quarter, down from 2.7% in the
third. The loan default rate finished December 2012 at 3.1%.


* 9.3 Mil. Residential Properties Deeply Underwater in December
---------------------------------------------------------------
RealtyTrac(R) on Jan. 9 released its U.S. Home Equity & Underwater
Report for December 2013, which shows that 9.3 million U.S.
residential properties were deeply underwater -- worth at least 25
percent less than the combined loans secured by the property --
representing 19 percent of all properties with a mortgage in
December.

That was down from 10.7 million residential properties deeply
underwater in September 2013, representing 23 percent of all
properties with a mortgage, and down from 10.9 million properties
deeply underwater in January 2013, representing 26 percent of all
properties with a mortgage.  The recent peak in negative equity
was May 2012, when 12.8 million U.S. residential properties were
deeply underwater, representing 29 percent of all properties with
a mortgage.

Fewer foreclosures were deeply underwater in December compared to
three months earlier.  A total of 239,470 residential properties
actively in the foreclosure process were worth at least 25 percent
less than the combined loans secured by the property, representing
48 percent of all properties in foreclosure.  That was 60,000
fewer than in September, when there were 299,773 foreclosure
properties deeply underwater, representing 56 percent of all
properties in the foreclosure process.  Meanwhile, 31 percent of
all residential properties in the foreclosure process had some
positive equity, up from 24 percent with equity in September.

The universe of equity-rich properties -- with at least 50 percent
equity -- grew during the fourth quarter as well, from 7.4 million
representing 16 percent of all residential properties with a
mortgage in September, to 9.1 million representing 18 percent of
all residential properties with a mortgage in December.

"During the housing downturn we saw a downward spiral of falling
home prices resulting in rising negative equity, which in turn put
millions of homeowners at higher risk for foreclosure when they
encountered a trigger event such as job loss," said
Daren Blomquist, vice president at RealtyTrac.  "Now we are seeing
the reverse trend: rising home prices resulting in falling
negative equity, which in turn is giving millions of homeowners a
lifeline to avoid foreclosure when they encounter a trigger event.
On the other end of the spectrum, the percentage of equity-rich
homeowners is nearing a tipping point that should result in a
larger inventory of homes listed for sale and give the overall
economy a nice shot in the arm in 2014.

"However, there are still millions of homeowners who are in such a
deep equity hole that it will take years for them to regain their
equity," Mr. Blomquist added.  "The longer these homeowners remain
in a negative equity position without relief in the form of a
principal loan balance reduction, the more likely that foreclosure
will become the path of least resistance for them."

"With available home inventory and interest rates at all-time
lows, we experienced an increased rate of appreciation throughout
the Ohio housing market during the fourth quarter of 2013," said
Michael Mahon, executive vice president/broker at HER Realtors,
covering the Cincinnati, Columbus and Dayton markets in Ohio.  "As
we enter 2014, we are expecting the rate of appreciation to
outpace what we have experienced the past two years, which will
provide consumers the added value and reason to enter the home
market in 2014."

Other high-level findings from the report:

        --  States with the highest percentage of residential
properties deeply underwater in December were Nevada (38 percent),
Florida (34 percent), Illinois (32 percent), Michigan (31
percent), Missouri (28 percent), and Ohio (28 percent).

        --  Major metropolitan statistical areas with the highest
percentage of residential properties deeply underwater in December
were Las Vegas (41 percent), Orlando, Fla., (36 percent), Detroit
(35 percent), Tampa, Fla., (35 percent), Miami (33 percent), and
Chicago (33 percent).

        --  States with the highest percentage of equity-rich
residential properties were Hawaii (36 percent), New York (33
percent), California (26 percent), Montana (24 percent), and Maine
(24 percent).  The District of Columbia also posted an equity-rich
rate of 24 percent.


        --  Major metropolitan statistical areas with the highest
percentage of equity-rich residential properties were San Jose,
Calif., (37 percent), San Francisco (33 percent), Pittsburgh (30
percent), Buffalo, N.Y. (30 percent), and Los Angeles (29
percent).

        --  States with the highest percentage of deeply
underwater residential properties in the foreclosure process
included Nevada (65 percent), Florida (61 percent), Illinois (61
percent), Michigan (55 percent), and Ohio (48 percent).

        --  Major metro areas with the highest percentage of
deeply underwater residential properties in the foreclosure
process were Las Vegas (66 percent), Tampa, Fla. (63 percent),
Chicago (62 percent), Orlando (61 percent), and Detroit (61
percent).

        --  States with the highest percentage of foreclosure
properties with some equity included Oklahoma (62 percent),
Colorado (54 percent), New York (52 percent), Texas (51 percent)
and North Carolina (45 percent).

        --  Major metro areas with the highest percentage of
foreclosure properties with some equity were Buffalo, N.Y. (74
percent), Pittsburgh (73 percent), Austin (67 percent), Denver (64
percent), and Oklahoma City (63 percent).

Report methodology The RealtyTrac U.S. Home Equity & Underwater
report provides counts of residential properties based on several
categories of equity -- or loan to value (LTV) -- at the state,
metro and county level, along with the percentage of total
residential properties with a mortgage that each equity category
represents.  The equity/LTV calculation is derived from a
combination of record-level open loan data and record-level
estimated property value data, and is also matched against record-
level foreclosure data to determine foreclosure status for each
equity/LTV category.

Definitions Deeply underwater: Loan to value ratio of 125 percent
or above, meaning the homeowner owed at least 25 percent more than
the estimated market value of the property.

Equity Rich: Loan to value ratio of 50 percent or lower, meaning
the homeowner had at least 50 percent equity.

Foreclosures w/Equity: Properties in some stage of the foreclosure
process (default or scheduled for auction, not including bank-
owned) where the loan to value ratio was 100 percent or lower.

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* U.S. Foreclosure Inventory Down 34%, CoreLogic Report Shows
-------------------------------------------------------------
CoreLogic(R), a residential property information, analytics and
services provider, on Jan. 9 released its November National
Foreclosure Report with a supplement featuring quarterly shadow
inventory data as of October 2013.

According to CoreLogic analysis:

   -- There were 46,000 completed foreclosures in the United
States in November 2013, down from 64,000 in November 2012, a
year-over-year decrease of 29 percent.  On a month-over-month
basis, completed foreclosures decreased 8.3 percent, from 50,000
in October 2013.*

   -- National residential shadow inventory was 1.7 million homes
as of October 2013, accounting for a value of $256 billion, which
is down 26.4 percent from $348 billion a year ago.

Completed foreclosures are an indication of the total number of
homes actually lost to foreclosure.  As a basis of comparison to
the 46,000 completed foreclosures reported for November 2013,
completed foreclosures averaged 21,000 per month nationwide
between 2000 and 2006 before the decline in the housing market in
2007.  Since the financial crisis began in September 2008, there
have been approximately 4.7 million completed foreclosures across
the country.

As of November 2013, approximately 812,000 homes in the United
States were in some stage of foreclosure, known as the foreclosure
inventory, compared to 1.2 million in November 2012, a year-over-
year decrease of 34 percent.  Month over month, the foreclosure
inventory was down 4.6 percent from October 2013 to November 2013.
The foreclosure inventory as of November 2013 represented 2.1
percent of all homes with a mortgage compared to 3 percent in
November 2012.

At the end of November 2013, there were fewer than 2 million
mortgages, or 5 percent, in serious delinquency, defined as 90
days or more past due, including those loans in foreclosure or
real estate owned (REO).  The rate of seriously delinquent
mortgages is at its lowest level since November 2008.

"Nationally, loan performance continues to improve. The rate of
seriously delinquent loans is at a new five-year low, down 26
percent relative to a year ago," said Dr. Mark Fleming, chief
economist for CoreLogic.  "The shadow inventory continues to
decline as well, decreasing at an average monthly rate of 46,000
units over the last year.  Healthy market levels of shadow
inventory are around 650,000 units, so there is more to be done,
but the trend is in the right direction."

"Consumer confidence is definitely up as the economic rebound
gathers more steam," said Anand Nallathambi, president and CEO of
CoreLogic.  "As the negative equity crisis abates and home prices
continue to rise, most people are prioritizing the payment of
their mortgage obligations.  The result is a double-digit drop in
the inventory of seriously delinquent homes in 48 states as of
October."

Foreclosure Highlights:

   -- The five states with the highest number of completed
foreclosures for the 12 months ending in November 2013 were
Florida (115,000), Michigan (54,000), California (42,000), Texas
(40,000) and Georgia (36,000).  These five states account for
almost half of all completed foreclosures nationally.

   -- The five states with the lowest number of completed
foreclosures for the 12 months ending in November 2013 were
District of Columbia (51), North Dakota (401), Hawaii (480), West
Virginia (524) and Wyoming (716).

   -- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes as of November 2013 were Florida
(6.6 percent), New Jersey (6.5 percent), New York (4.7 percent),
Maine (3.5 percent) and Connecticut (3.5 percent).

   -- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes as of November 2013 were Wyoming
(0.4 percent), Alaska (0.5 percent), North Dakota (0.6 percent),
Nebraska (0.6 percent) and Colorado (0.6 percent).

Shadow Inventory Highlights:

   -- As of November 2013, shadow inventory was 1.7 million
properties, and almost half are delinquent but not yet foreclosed.

   -- The shadow inventory is down 24 percent compared to one year
ago.

   -- The value of shadow inventory in November 2013 was $256
billion, down 26.4 percent from $348 billion a year ago and down
15.9 percent $304 billion from six months ago.

CoreLogic estimates the current stock of properties in the shadow
inventory, also known as pending supply, by calculating the number
of properties that are seriously delinquent, in foreclosure or
held as REO by mortgage servicers, but not currently listed on
multiple listing services (MLSs).  Transition rates of
"delinquency to foreclosure" and "foreclosure to REO" are used to
identify the currently distressed, unlisted properties most likely
to become REO properties.  Properties that are not yet delinquent,
but may become delinquent in the future, are not included in the
estimate of the current shadow inventory. Shadow inventory is
typically not included in the official reporting measurements of
unsold inventory.

*October data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Judicial Foreclosure States Foreclosure Ranking (Ranked by
Completed Foreclosures)

Non-Judicial Foreclosure States Foreclosure Ranking (Ranked by
Completed Foreclosures)

Foreclosure Data for the Largest Core Based Statistical Areas
(CBSAs) Based on Population (Ranked by Completed Foreclosures)

Figure 1: Shadow Inventory DetailIn Thousands, Not Seasonally
Adjusted

Figure 2: Months' Supply Shadow Inventory DetailNumber of Months,
Not Seasonally Adjusted

Figure 3: Foreclosure Inventory by State Map

Foreclosure Inventory Methodology

The data in this report represents foreclosure activity reported
through November 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis. Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

Shadow Inventory Methodology

CoreLogic uses its Loan Performance Servicing and Securities
databases to size the number of 90+ day delinquencies,
foreclosures and real estate owned (REO) properties.  Cure rates,
which measure the proportion of loans in one stage of default that
cured (versus moving to more severe states of default), are
applied to the number of loans in default at each stage of
default.  CoreLogic calculates the share of loans in default that
are currently listed on MLS by matching public record properties
in default to MLS active listings.  It applies the percentage of
defaulted loans that are currently listed to the estimate of
outstanding loans that will proceed to further stages of default
to calculate the pending supply inventory and adds that to the
reported visible inventory.  Visible inventory is compiled from
CoreLogic ListingTrends.  To determine months' supply for visible
and shadow inventories, CoreLogic uses the number of non-
seasonally adjusted home sales according to CoreLogic data.


* ABA Provides Bankruptcy Court Data for Executive Benefits Case
----------------------------------------------------------------
Permitting the bankruptcy courts, with litigant consent, to
continue to hear and decide matters that are outside their
constitutional power to adjudicate results in no constitutional
harm and has real, practical benefits for the federal court system
and litigants, the American Bar Association argues in its
Supreme Court amicus brief for Executive Benefits Insurance Agency
v. Arkison.  The court will hear oral arguments Jan. 14.

In its brief, the ABA contends that the civil caseloads of federal
district courts, which are already beset with personnel and
funding shortfalls, would increase significantly if bankruptcy
judges, with litigant consent, were no longer allowed to handle
fraudulent transfer, preference, state-law and similar claims.

Based on data compiled by the ABA, the "real consequences" of
shifting such cases to the U.S. district courts would be "stark,"
the brief states.

According to the ABA's conservative estimates, over the period
from 2009 to 2012, the civil docket for the District of Delaware
would have more than doubled, while the civil docket for the
Southern District of New York would have seen a nearly 18 percent
increase.  Civil dockets for district courts representing the
remaining judicial circuits -- in California, Colorado, Florida,
Illinois, Massachusetts, Minnesota, Mississippi, Texas and
Virginia -- would have seen caseload increases ranging from at
least 4.4 percent to 11 percent.

The brief concludes that when judicial economy and practicality do
not conflict with constitutional principles, bankruptcy litigants
should be able to consent to having a bankruptcy judge handle
matters that the Constitution otherwise reserves for the
Article III courts.

The brief is available at http://is.gd/bUKBxY

With nearly 400,000 members, the American Bar Association is one
of the largest voluntary professional membership organizations in
the world.  As the national voice of the legal profession, the ABA
works to improve the administration of justice, promotes programs
that assist lawyers and judges in their work, accredits law
schools, provides continuing legal education, and works to build
public understanding around the world of the importance of the
rule of law.


* Milbank Elects Six New Members to Partnership
-----------------------------------------------
Milbank, Tweed, Hadley & McCloy on Jan. 10 disclosed that it has
elected six new members to the firm's partnership, effective
Jan. 1.  The new partners represent a broad range of practice
areas, including securities and capital markets, project finance,
tax, financial restructuring, space & transportation, and trusts &
estates.

"We are delighted to welcome six new internal partners to the
Milbank Partnership," said Milbank Chairman Scott Edelman.  "Our
decision to elevate this large class reflects our confidence in
our business, which grew substantially in 2013, as well as in the
skills and talents of the individuals whom we are promoting."

The new Milbank partners are:

Austin Bramwell, a member of the Trusts & Estates practice group,
resident in New York.  Mr. Bramwell designs innovative and
sophisticated estate and charitable-giving plans, and has
represented clients before the Internal Revenue Service and
Surrogate's Court.  He has written and lectured extensively on
trust and estate planning, and is an adjunct law professor at
New York University School of Law.  Mr. Bramwell earned his J.D.,
cum laude, from Harvard Law School and his B.A. from Yale.  Before
starting at Milbank, he clerked for the Hon. Timothy M. Tymkovich
of the 10th Circuit Court of Appeals.

Roland Estevez of the Project Finance Group, based in New York.
Roland has extensive representation experience of multi-national
companies, financial institutions, development banks, export
credit agencies and multilateral institutions in significant
financings across Latin America spanning a broad spectrum of
sectors, including power, oil/gas, renewable energy,
infrastructure and mining.  Mr. Estevez earned special recognition
this year as a leading project finance lawyer in Chambers Latin
America (Projects) and Chambers USA (Expert in Projects) and was
recently part of the Milbank team that won the 2013 Chambers Latin
America Award for Excellence in Project Finance -- the fourth time
in five years that Milbank has won the award.  Mr. Estevez
graduated from the Hofstra University School of Law, where he was
a member of the Hofstra Law Review.  He received his B.A. from
University of South Florida.

Leah Karlov, a member of Milbank's Tax Group, where she was
previously Of Counsel.  Based in Los Angeles, Ms. Karlov focuses
on the tax-efficient structuring of domestic and international
transactions, including M&A, financing, and restructuring
transactions for investment funds, partnerships and multinational
corporations.  She has significant experience in aircraft and
equipment financing and acquisitions, and frequently represents
sponsors, tax equity investors and lenders in connection with the
purchase and construction of facilities that produce electricity
through renewable energy.  Ms. Karlov earned her law degree at
Brooklyn Law School and a B.S.B.A. from Boston University.

Brett Nadritch, a member of the Global Securities Group in
New York.  Mr. Nadritch has significant experience in representing
both issuers and underwriters on debt and equity offerings,
including initial public offerings, investment grade debt
offerings, high yield Rule 144A and Regulation S offerings, and
airline and aviation asset portfolio securitizations; representing
issuers and investors with SEC reporting and corporate governance
obligations; representing both creditors and debtors in in-court
and out-of-court restructurings; and representing private equity
firms in connection with portfolio company transactions.
Mr. Nadritch earned his J.D. from Columbia University School of
Law, where he was a Harlan Fiske Stone Scholar, and his B.S. from
Yeshiva University.

Peter Newman, a member of the Financial Restructuring Group,
resident in London.  Mr. Newman represents major stakeholders,
including debtors, creditors (individuals as well as ad hoc and
official committees) and prospective investors, in complex
restructurings around the world.  His experience includes a wide
range of court-supervised and out-of-court restructurings of
large- and mid-size companies across a broad range of industries
and jurisdictions, with a particular focus on multifaceted cross-
border transactions.  Peter has spent his entire career with
Milbank, both in the New York and London offices.  He earned his
J.D. from New York University School of Law and his B.A. from the
University of Maryland.

James Pascale, a member of the Transportation and Space Group, who
was formerly Special Counsel.  Mr. Pascale represents clients in
connection with securities offerings, securitizations, lending,
leasing, acquisitions, and financial restructuring transactions.
His deals are routinely recognized by leading industry
publications, and in 2012 he was named a "rising star" by
Airfinance Journal.  He received his J.D. from Vanderbilt
University and his B.S. from Stetson University.

                          About Milbank

Milbank, Tweed, Hadley & McCloy LLP -- http://www.milbank.com--
is an international law firm that has been providing innovative
legal solutions to clients throughout the world for more than 145
years.  Milbank is headquartered in New York and has offices in
Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, S?o
Paulo, Singapore, Tokyo and Washington, DC.

The firm's lawyers provide a full range of legal services to the
world's leading commercial, financial and industrial enterprises,
as well as to institutions, individuals and governments.
Milbank's lawyers meet the needs of its clients by offering a
highly integrated and collaborative range of services across key
practice groups throughout its global network.  Milbank's
integrated practice is underpinned by its attorneys' acknowledged
technical excellence, sector expertise and a strong tradition of
innovation and client service.


* Fourth Circuit Appoints Paul Black as W.D. Va. Bankruptcy Judge
-----------------------------------------------------------------
The Fourth Circuit Court of Appeals appointed Bankruptcy Judge
Paul M. Black, to a fourteen-year term of office in the Western
District of Virginia, effective January 2, 2014, (vice, Stone,
retired).

          Honorable Paul M. Black
          United States Bankruptcy Court
          Commonwealth of Virginia Building
          210 Church Avenue, S.W., 2nd Floor
          Roanoke, VA 24011-1517

          Telephone: 540-857-2394
          Fax: 540-857-2095

          Law Clerks:

          Elizabeth B. Carroll
          Telephone: 540-857-2394

          Amanda Dufraine
          Telephone: 540-857-2394

          Alan T. Kempson
          Telephone: 434-846-3118

          Term expiration: January 1, 2028


* BOND PRICING: For Week From Jan. 6 to 10, 2014
------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES       9.67     4.125       1/2/2029
AES Eastern Energy LP   AES          9      1.75       1/2/2017
Advanta Capital
  Trust I               ADVNA     8.99       0.5     12/17/2026
Alion Science &
  Technology Corp       ALISCI   10.25        69       2/1/2015
Allen Systems
  Group Inc             ALLSYS    10.5    54.375     11/15/2016
Allen Systems
  Group Inc             ALLSYS    10.5    54.375     11/15/2016
Brookstone Co Inc       BKST        13     78.75     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375        38     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ     10.5      19.5      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12        14      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ     10.5      19.5      1/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.75     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.75     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175      10.2      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55        38     11/15/2014
FiberTower Corp         FTWR         9     0.625       1/1/2016
JPMorgan Chase Bank NA  JPM          6    78.962      8/19/2014
James River Coal Co     JRCC     7.875    28.866       4/1/2019
James River Coal Co     JRCC       4.5        33      12/1/2015
James River Coal Co     JRCC        10      25.6       6/1/2018
James River Coal Co     JRCC        10    26.875       6/1/2018
James River Coal Co     JRCC     3.125        21      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
Lehman Brothers
  Holdings Inc          LEH          1        19      8/17/2014
Lehman Brothers
  Holdings Inc          LEH          1        19      8/17/2014
Lehman Brothers Inc     LEH        7.5     17.28       8/1/2026
MF Global Holdings Ltd  MF       1.875      50.5       2/1/2016
NII Capital Corp        NIHD        10     53.58      8/15/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25    63.375       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS         7    76.653     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75     0.248       2/1/2018
School Specialty
  Inc/Old               SCHS      3.75    37.875     11/30/2026
Scotia Pacific Co LLC   MXM       6.55     0.875      1/20/2007
Sorenson
  Communications Inc    SRNCOM    10.5     77.25       2/1/2015
Sorenson
  Communications Inc    SRNCOM    10.5     77.25       2/1/2015
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8    16.125      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      5.25      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     29.16       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       5.5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     6.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15      30.2       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     5.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5         5      11/1/2016
USEC Inc                USU          3      39.1      10/1/2014
WCI Communities
  Inc/Old               WCI          4     0.625       8/5/2023
Western Express Inc     WSTEXP    12.5      62.5      4/15/2015
Western Express Inc     WSTEXP    12.5      62.5      4/15/2015
YRC Worldwide Inc       YRCW         6    89.759      2/15/2014



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

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 ***