TCR_Public/130910.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 10, 2013, Vol. 17, No. 251


                            Headlines

1289 PRINCETON: Involuntary Chapter 11 Case Summary
929 RIVERSIDE: Case Summary & 4 Unsecured Creditors
ADVANTAGE CARE: Case Summary & 16 Largest Unsecured Creditors
AGFEED INDUSTRIES: Discloses SEC Tentative Action Notice
AIRTRONIC USA: Scott Brown to Join GDSI's Advisory Board

ALEXANDER GALLO: Trustee Demands Millions From CEO
ALLIANT TECHSYSTEMS: Fitch Places 'BB+' IDR on Watch Negative
ALLIANT TECHSYSTEMS: Moody's Eyes Possible Downgrade of Ba2 CFR
ALLIED SYSTEMS: Teamsters Challenge Proposed Black Diamond Buyout
ALLIED SYSTEMS: PE Firms Blast Challenge to Ch. 11 Auction

AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
ANACOR PHARMACEUTICALS: Incurs $14.1-Mil. Net Loss in 2nd Quarter
ATHLON HOLDINGS: Moody's Keeps 'B3' CFR; Outlook Positive
BATE LAND: Gets Approval to Tap Oliver Friesen as Counsel
BATE LAND: Disclosure Statement Has Conditional Approval

BELLADOGGIE INC: Case Summary & 20 Largest Unsecured Creditors
BOSTON BIOMEDICAL: Moody's Withdraws 'Caa3' Rating
CENGAGE LEARNING: Objects to Panel's Bid for Hearing Continuance
COMMUNITY HOME: Court Sets Sept. 17 Confirmation Hearing
CPG INT'L: Moody's Assigns B3 CFR & Rates Sr. Term Loan B2

CREATIVE GROUP: Case Summary & 20 Largest Unsecured Creditors
CYPRESS MEDPRO: Case Summary & 4 Unsecured Creditors
DAEDALUS USA: Case Summary & 20 Largest Unsecured Creditors
DETROIT, MI: Ch. 9 Objectors Ignore "Overwhelming" Need for Relief
DETROIT, MI: Nearly $1-Bil. in Bonuses Paid from Pension Fund

DETROIT, MI: State Court Seeks Involvement in City Bankruptcy
DIGITAL DOMAIN: Sixth Amendment to Final DIP Order Approved
DIOCESE OF STOCKTON, CA: Weighs Bankruptcy Filing
DUNAGAN ENTERPRISES: Case Summary & 10 Unsecured Creditors
EAST COAST BROKERS: Bankruptcy Court Approves Asset Sales

EASTMAN KODAK: Court Sets Oct. 18 Deadline for Filing Admin Claims
EDISON MISSION: Seeks Parent's Cooperation with Investigation
EL FARMER: Hearing on Plan Outline Scheduled for Nov. 6
EXCEL MARITIME: Creditors Push For Chair's Docs In Fraud Probe
FAIRMONT GENERAL: Case Summary & 20 Largest Unsecured Creditors

FLORIDA GAMING: Obtains Order Establishing Trading Procedures
FLORIDA NEUROLOGIC INSTITUTE: Emerges From Bankruptcy
FORD MOTOR: S&P Raises Issuer Credit Rating From 'BB+'
FULL SERVICE: Case Summary & 5 Unsecured Creditors
FURNITURE BRANDS: Files Voluntary Chapter 11 Bankruptcy Petition

FURNITURE BRANDS: Case Summary & 30 Largest Unsecured Creditors
GENERAL MOTORS: S&P Revises Outlook to Positive & Affirms 'BB' ICR
GIBRALTAR KENTUCKY: Court Refuses to Approve Disclosure Statement
GRAND GATES: Case Summary & 7 Unsecured Creditors
GREEN INNOVATION: Incurs $869K Net Loss in Second Quarter

GROVES IN LINCOLN: Second Amended Plan Effective
HONG INVESTMENTS: Case Summary & 5 Unsecured Creditors
HORIZON PHARMA: Incurs $18.4-Mil. Net Loss in Second Quarter
HUNTER FAN: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
INDUCHEM S E: Case Summary & 6 Unsecured Creditors

INTERFAITH MEDICAL: Interns & Residents Object to DIP Motion
IPC INTERNATIONAL: U.S. Trustee Appoints 3-Member Creditors Panel
IPC INTERNATIONAL: Has Final OK for $12-Mil. of DIP Financing
IPC INTERNATIONAL: Can Implement KEIP for Six Employees
IS WORLD DISTRIBUTORS: Case Summary & 8 Unsecured Creditors

JACK WORKS: Case Summary & 3 Unsecured Creditors
LANDAUER HEALTHCARE: Creditors Say Planned Sale Moving Too Fast
LAVEY CRAFT: Case Summary & 9 Unsecured Creditors
LEE'S FORD: Disclosure Statement Hearing Scheduled for Sept. 25
LEHMAN BROTHERS: Sues DR HC Tschira to Recover EUR100-Mil.

LEHMAN BROTHERS: LBI Trustee Presents Customer Distribution Scheme
LEHMAN BROTHERS: LBI Trustee Proposes Claims Hearing Procedures
LEHMAN BROTHERS: LBI Trustee Wants Oct. 31 Admin. Claims Bar Date
LEHMAN BROTHERS: Pushes For Hedge Fund's Docs On $600MM Claim
MAA-SHARDA INC: Case Summary & 14 Unsecured Creditors

MEDINA PLAZA: Case Summary & 6 Unsecured Creditors
MERCANTILE BANCORP: Committee Hirings of Advisors Approved
METROPOLITAN NATIONAL: Simmons First Submits Bid for Assets
MF GLOBAL: Workers Look to Revive WARN Class Action
MI PUEBLO: Files Schedules of Assets and Liabilities

MI PUEBLO: Wants to Hire BDO USA as Accountant & Tax Advisor
MI PUEBLO: U.S. Trustee Forms Seven-Member Creditors Committee
MIDTOWN SCOUTS: Plan Filing Period Extended Until Oct. 31
MOUNTAIN REFLECTIONS: Case Summary & 2 Unsecured Creditors
NATIONAL ENVELOPE: Goes on Sale as Losses Mount, Cash Tight

NATIONAL ENVELOPE: Sec. 341(a) Meeting Continued to Sept. 11
NATIONAL ENVELOPE: Seeks Approval of Third DIP Agreement Amendment
NATURAL RESOURCE: Moody's Rates Proposed $300MM Senior Notes 'B3'
NSG HOLDING: Moody's Affirms Ba1 Sr. Debt Rating; Outlook Stable
OASIS PETROLEUM: S&P Puts 'B+' CCR on CreditWatch Positive

OMNI RESOURCE: Case Summary & 20 Largest Unsecured Creditors
PATRIOT COAL: Files Plan of Reorganization in Bankruptcy Court
PBP PROPERTIES: Voluntary Chapter 11 Case Summary
PEABODY ENERGY: Fitch Rates $2.7BB Senior Secured Loan 'BB+'
PEABODY ENERGY: New Credit Facilities Get Moody's Ba1 Rating

PEABODY ENERGY: S&P Rates New $2.7-Bil. Senior Secured Debt 'BB+'
PETER DEHAAN: Court Sets Oct. 2 Hearing on Confirmation of Plan
PINNACLE OPERATING: S&P Rates $300MM 2nd-Lien Secured Notes 'CCC+'
PINNACLE PROCESSING: Case Summary & 13 Unsecured Creditors
POLYMEDIX INC: Cellceutix Buys Assets in Bankruptcy

QUBEEY INC: Case Summary & 4 Unsecured Creditors
RESIDENTIAL CAPITAL: Plan Confirmation Discovery Protocol Set
RESIDENTIAL CAPITAL: Trial on FGIC Settlement Held
RESIDENTIAL CAPITAL: Wants Turnover of Document Depository Delayed
RESIDENTIAL CAPITAL: Counterclaims in UMB, WF Suit Dismissed

RESOURCES IN HEALTHCARE: Case Summary & 20 Top Unsecured Creditors
RG STEEL: Seeks Approval to Retain Reed Smith as Special Counsel
RIVER CANYON: Amended Reorganization Plan Declared Effective
RPR CONTRACTORS: Case Summary & 6 Unsecured Creditors
RURAL/METRO: Plan-Support Agreement Wins Approval

SCICOM DATA: Files Schedules of Assets and Liabilities
SCICOM DATA: Meeting of Creditors Scheduled for Sept. 10
SOUTH FLORIDA SOD: Files Amended Schedules of Assets and Debts
SOUTH FLORIDA SOD: Seeks to Hire Barfield as Auctioneer
SOUTH FLORIDA SOD: Wants to Employ Wallace T. Long as Accountant

SOUTH FLORIDA SOD: Can Use Cash Collateral Not to Exceed $45,000
SOUTH FLORIDA SOD: Creditor Asks Court to Terminate Exclusivity
TLO LLC: Hearing on Bid to Extend Exclusive Periods Set for Oct. 1
TOP SHIPS: Enters Into Three Stock Purchase Agreements
TOTAL GROUP: Case Summary & 20 Largest Unsecured Creditors

USG CORPORATION: Fitch Raises Issuer Default Rating to 'B'
V. BARILE INC: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Expected to Exit Chapter 11 by Yearend or Early 2014
W.R. GRACE: 3rd Cir. Nixes Montana, Canada Challenges to Plan
W.R. GRACE: 3rd Circuit Dismisses Anderson Memorial's Plan Appeal

W.R. GRACE: Dispute on Lenders' Interest Payment Remains Pending
WATERSTONE AT PANAMA: Lenox Mtge Dismissal Motion Under Advisement
WEST 380: Opposes Ch. 7 Conversion, Says No Assets to Administer
WESTERN FUNDING: Case Summary & 20 Largest Unsecured Creditors
WINDMILL DURANGO: Can Use $25,000 of Cash Collateral in Interim

WINDMILL DURANGO: Wants to Tap Flangas McMillan as Special Counsel
WINDMILL DURANGO: Files Amended Schedules of Assets and Debts
WYR CORPORATION: Case Summary & 10 Unsecured Creditors
YSC INC: Washington State Hotel Owner Files With Two Properties

* Safe Harbor Doesn't Protect Tech Co.'s Fraudulent Statements
* Bankruptcy Filings on Track for 5-Year Low

* Bert Lacativo Joins Houlihan Lokey's Forensic Services Practice

* Large Companies With Insolvent Balance Sheets


                            *********

1289 PRINCETON: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: 1289 Princeton Avenue LLC
                2 Prospect Street
                Trenton, NJ 08618

Case Number: 13-29453

Involuntary Chapter 11 Petition Date: September 4, 2013

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Petitioner's Counsel: Richard J. Pepsny, Esq.
                      LAW OFFICE OF RICHARD J. PEPSNY
                      157 Broad Street, Suite 205
                      Red Bank, NJ 07701
                      Tel: (732) 842-8505
                      Fax: (732) 842-8525
                      E-mail: pepsnylawfirm@msn.com

Alleged creditors who signed the petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Joanne Roesing           mortgagee              $232,000
83 Telegraph Hill Road
Holmdel, NJ 07733

Thomas Reardon           mortgagee              $232,000
59 Silverwhite Road
Little Silver, NJ 07739

Richard Goldstein        mortgagee              $60,000
154 West State Street
Trenton, NJ 08618

N & B Realty LLC         mortgagee              $60,000
35 Park Street
Demarest, NJ 07627


929 RIVERSIDE: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: 929 Riverside Drive, LLC
        c/o Andrew Scott, Managing Member
        CT Real Estate Holding, LLC
        205 Black Rock Turnpike
        Redding, CT 06896

Bankruptcy Case No.: 13-21832

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Douglas J. Lewis, Esq.
                  EVANS & LEWIS
                  93 Greenwood Avenue
                  Bethel, CT 06801
                  Tel: (203) 743-7644
                  Fax: (203) 797-9921
                  E-mail: lewisdouglas74@yahoo.com

Scheduled Assets: $751,000

Scheduled Liabilities: $2,280,000

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ctb13-21832.pdf

The petition was signed by Andrew C. Scott, managing member, CT
Real Estate Holding, LLC.


ADVANTAGE CARE: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advantage Care In Home Services, Inc.
        P.O. Box 1258
        Henderson, NC 27536

Bankruptcy Case No.: 13-05512

Chapter 11 Petition Date: September 3, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Danny Bradford, Esq.
                  PAUL D. BRADFORD, PLLC
                    dba Bradford Law Offices
                  455 Swiftside Drive, Suite 106
                  Cary, NC 27518-7198
                  Tel: (919) 758-8879
                  Fax: (919) 803-0683
                  E-mail: dbradford@bradfordlaw.com

Scheduled Assets: $831,238

Scheduled Liabilities: $1,136,442

A copy of the Company's list of its 16 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nceb13-5512.pdf

The petition was signed by Janice D. Ward, president.


AGFEED INDUSTRIES: Discloses SEC Tentative Action Notice
--------------------------------------------------------
Law360 reported that the staff of the U.S. Securities and Exchange
Commission has preliminarily decided to recommend an enforcement
action be brought against bankrupt hog production company AgFeed
Industries Inc. for alleged violations of anti-fraud provisions of
securities laws, according to an SEC notice filed on Sept. 5.

According to the report, the announcement of the preliminary
determination, or Wells notice, comes just one week after AgFeed
got the green light to sell its U.S. operations when a Delaware
bankruptcy judge signed off on a multiparty deal valued at more
than $79.2 million.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AIRTRONIC USA: Scott Brown to Join GDSI's Advisory Board
--------------------------------------------------------
Global Digital Solutions, Inc. on Sept. 9 disclosed that
Scott Brown, former United States Senator from Massachusetts, has
joined the company's Advisory Board.

"We're thrilled to have someone with Scott Brown's national
stature and extensive government experience on our Advisory
Board," said GDSI's President and CEO Richard J. Sullivan.
"Scott's leadership roles at both the state and federal levels --
with a consistent focus on security-related issues -- and his
longtime service in the Army National Guard give him great
perspective, experience and relationships that will be very
helpful to GDSI going forward.  I personally look forward to
benefiting from Scott's invaluable advice and guidance with regard
to the Airtronic merger and our overall strategic direction."

During his U. S. Senate career, Senator Brown served on three
committees dealing with security and veterans issues: The
Committee on Armed Services, the Committee on Homeland Security
and Governmental Affairs, and the Committee on Veterans' Affairs.

"I'm very excited about joining GDSI's growing team of expert
advisors," commented Senator Brown.  "I see a great deal of upside
potential for the GDSI and Airtronic combination and I applaud
Dick Sullivan and the entire GDSI team for their bold strategic
vision.  It's vitally important to me that we're boosting U.S.
manufacturing and security while addressing issues related to job
creation, innovation and advanced cyber technology."

As previously disclosed, the GDSI Advisory Board now includes
former Florida Lt. Governor Jennifer Carroll, international
financing expert Edwin Wang, and strategic financial advisor
Matthew Kelley.  In a sign of confidence in GDSI's significant
growth opportunity, and to ensure that they are aligned with the
interests of shareholders, all members of the Advisory Board will
receive equity instead of cash compensation.  Jennifer Carroll is
expected to become President and Chief Operating Officer of GDSI
once the planned merger with Airtronic USA, Inc. has been
completed.

                  More About Senator Scott Brown

Scott Brown served three terms in the Massachusetts House of
Representatives before his election to the Massachusetts Senate in
2004. In 2010 he became the first Republican elected to the U.S.
Senate since 1970. For more than 30 years, Senator Brown has
served in the Army National Guard, and he currently holds the rank
of Colonel in the Judge Advocate General (JAG) Corps. He completed
his annual training requirements for the National Guard in
Afghanistan in the summer of 2011. Senator Brown is a graduate of
Tufts University and Boston College Law School.

                About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is positioning
itself as a leader in providing small arms manufacturing,
complementary security and technology solutions and knowledge-
based, cyber-related, culturally attuned social consulting in
unsettled areas.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  Founded in 1990, the company is based in Elk Grove
Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALEXANDER GALLO: Trustee Demands Millions From CEO
--------------------------------------------------
Law360 reported that the trustee overseeing the liquidation of
court reporting and litigation services company Alexander Gallo
Holdings LLC on Sept. 6 hit the former CEO with a lawsuit seeking
several millions of dollars in allegedly fraudulent transfers and
misspent funds.

According to the report, Trustee Ronald J. Freidman accuses
Alexander J. Gallo -- who headed up the company, now referred to
as AGH Liquidating LLC in bankruptcy court, from 2006 through the
end of 2011 -- and Chief Financial Officer Andrew Sims of ignoring
their fiduciary duty to the company.

                      About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another
$148 million in junior unsecured subordinated notes owing to
insider Gallo Holdings LLC.  As reported in the Troubled Company
Reporter on Nov. 1, 2011, the Alexander Gallo disclosed
$41,981,048 in assets and $259,153,046 in liabilities as of the
Chapter 11 filing.

Bayside provided $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.  KPMG LLP serves as their auditors to
provide auditing, tax compliance and tax consulting services.

In December 2011, an affiliate of Bayside completed the
acquisition of Alexander Gallo's assets.

As reported in the TCR on March 22, 2012, Alexander Gallo Holdings
LLC won the signature of the bankruptcy judge on a March 16
confirmation order approving the liquidating Chapter 11 plan.


ALLIANT TECHSYSTEMS: Fitch Places 'BB+' IDR on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed the ratings for Alliant Techsystems,
Inc.'s (ATK) on Rating Watch Negative following the company's
announcement that it has agreed to acquire Bushnell Group
Holdings, Inc., (Bushnell) from the MidOcean Partners for
approximately $1 billion. The transaction is expected to close
sometime in the fourth quarter of 2013 or the first quarter of
2014, subject to regulatory approval. Fitch expects ATK to use
debt to fund the majority of the acquisition cost.

Key Rating Drivers

Fitch estimates the increase in debt associated with the
acquisition will increase ATK's gross debt/EBITDA to above 3.0x on
a pro forma basis including the impact of both Bushnell and the
recently acquired Savage Sports Corporation (Savage). At June 30,
2013, ATK's debt/EBITDA was 2.2x, up from 1.8x at the end of
fiscal year ended March 30, 2013 due to borrowings on its senior
secured revolving facilities to fund the acquisition of Savage and
ongoing operations. Fitch expects ATK's gross leverage to increase
to above 3.5x temporarily following the Bushnell acquisition.

Upon completion of the Bushnell acquisition, Fitch anticipates
that any downgrade of ATK's long-term ratings (currently 'BB+'),
would be limited to one notch, or to 'BB'. Fitch expects that
ATK's leverage will return to below 3.0x by the end of fiscal
2015, making a downgrade below 'BB' unlikely. Fitch expects to
resolve the rating watch within the next three to four months,
pending further review of the transaction.

Fitch's primary credit concern is the timing of ATK's return to
stronger metrics, including the risk of sequestration and of a
weaker economy that could constrain the company's earnings and
cash flow and slow a reduction in leverage. Fitch is also
concerned by an anticipated decline in small caliber ammunition
demand and lower contract rates which resulted from the renewal of
the Lake City operating contract in fiscal 2013; lower
modernization activities at Lake City; risks to core defense
spending; low funded status of ATK's pension (77% funded); NASA
funding priorities after fiscal 2013; and exposure to significant
margin fluctuations in its Sporting Group. Fitch is also concerned
with the integration risk of the acquisitions.

ATK's current ratings are supported by company's strong credit
metrics for the ratings; positive free cash flow (FCF; cash from
operations less capital expenditures and dividends); steady
margins which are projected to slightly decline in fiscal 2014;
good liquidity; increasing commercial sales; and ATK's role as a
sole source provider for many of its products to the U.S.
Government.

At the end of the first quarter of fiscal 2014, ATK had liquidity
of approximately $377 million, down from $857 million at the end
of fiscal 2013. Liquidity consisted of $99 million in cash and
approximately $279 million in availability under its $600 million
credit revolving facility, after giving effect to approximately
$121 million of outstanding letters of credit. The decline in
leverage was driven by the seasonality of ATK's cash flows and by
a $200 million draw on its revolving facility due to the Savage
acquisition.

ATK generated approximately $433 million of cash flow from
operating activities during the last 12 months ended (LTM)
June 30, 2013, up from $291 million at the end of fiscal 2013.
Fitch expects ATK's FCF to fluctuate between $160 million to
$250 million taking into account FCF generated from the
acquisitions but excluding dividends. The lower FCF will be driven
by increased interest expense and margin pressures in ATK's
Sporting Group.

Historically, ATK focused its cash deployment towards
acquisitions, capital expenditures and pension contributions.
Beginning with fiscal 2012, ATK's cash deployment shifted towards
a balanced approach which includes deploying cash towards
shareholders in form of dividends and share repurchases; capital
expenditures; and pension contributions. On Jan. 31, 2012, ATK's
Board of Directors authorized a share repurchase program of up to
$200 million worth of shares. During fiscal 2013 and the first
quarter of fiscal 2014, ATK repurchased $59 million and $24
million worth of shares, respectively.

At the end of fiscal 2013, the company's pension plans were
underfunded by $723 million equaling a 76% funded status (based on
an approximately $3 billion pension obligation). Other post-
employment benefit (OPEB) obligations totaled $143 million and
were $98 million underfunded. ATK contributed $180 million to its
defined benefit plans in fiscal 2013 of which $40 million were
contributed towards fiscal 2014. The company contributed an
additional $40 million during the first quarter of fiscal 2014 and
is not required to make additional contributions for the remainder
of fiscal 2014.

Fitch expects pension contributions to be a large part of ATK's
cash distribution policy in the near future. ATK's status as a
defense contractor mitigates some of the risks associated with its
pension obligations. Some of ATK's pension contributions are
recoverable through government contracts because they qualify as
allowable costs under government Cost Accounting Standards.

Rating Sensitivities

Fitch's resolution of the Rating Watch Negative will consider the
pace of ATK's expected debt reduction, the level at which credit
metrics are expected to stabilize, and the estimated impact of the
Bushnell and Savage acquisitions on ATK's operating performance
and competitive position. Fitch's possible negative rating actions
will likely be limited to a downgrade of ATK's current ratings by
one notch. Further negative rating actions could be expected if
defense spending cuts and pressures in the firearms industry have
a more significant impact on the company's earnings and FCF than
currently anticipated or if the company's cash generation is
insufficient to reduce leverage to below the 3.0x - 3.2x range by
the end of fiscal 2015.

Fitch places the following ratings for ATK on Rating Watch
Negative:

-- Long-term Issuer Default Rating 'BB+';
-- Senior secured bank facility at 'BBB-';
-- Convertible senior subordinated notes at 'BB';
-- Senior subordinated notes at 'BB'.

The ratings affect approximately $1.3 billion of debt outstanding
at June 30, 2013.


ALLIANT TECHSYSTEMS: Moody's Eyes Possible Downgrade of Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service placed the Ba2 Corporate Family and Ba2-
PD Probability of Default ratings (CFR and PDR respectively) of
Alliant Techsystems, Inc. under review for possible downgrade
following announcement of an agreement to acquire Bushnell Group
Holdings, Inc. for $985 million. Ratings of ATK's secured bank
credit facilities and subordinated obligations were also placed
under review for possible downgrade and ATK's Speculative Grade
Liquidity rating was lowered to SGL-3 from SGL-2.

The transaction will principally be funded with debt and is
expected to close in late 2013 or early 2014. The review will
focus on the impact on ATK's business profile from contributions
of additional revenues, earnings and cash flows from the consumer
orientation of Bushnell's line of sporting equipment and ATK's
credit metrics from the higher debt burden. Importantly, it will
also assess prospective changes in ATK's liquidity and the
notching of debt instruments around the CFR from pending changes
in the mix of obligations in ATK's debt structure. A $900 million
senior secured acquisition commitment has been arranged, but the
ultimate capital structure may include senior unsecured claims and
has not been finalized.

Ratings Rationale:

The transaction will raise ATK's funded debt by almost 80%
compared to June 30, 2013 and may alter credit metrics to levels
that could be incompatible with a Ba2 CFR, though that outcome is
less certain than most reviews. Those quantitative changes may be
mitigated by qualitative factors such as improved diversification
in ATK's revenue mix achieved by lowering its dependence on
increasingly uncertain defense markets. Synergies for ATK's
existing sporting goods business lines may also flow from enhanced
distribution. Still, integration costs and time required to
realize synergies will affect the pace of any de-leveraging.
Furthermore, the future performance of existing defense and
aerospace businesses has become clouded as decisions on the
federal budget and debt ceiling are considered in Washington, DC.
Moody's expects to conclude the review in late 2013 or early 2014
when a more informed view of ATK's capital structure, prospective
earnings, cash flows and liquidity arrangements can be considered.

The Speculative Grade Liquidity rating of SGL-3 denotes adequate
liquidity. In August 2014, $199 million of convertible
subordinated notes can be put to the company by noteholders. Other
funding requirements include amortization of a term loan which is
scheduled at $50 million. ATK had $200 million borrowed under its
$600 million revolving credit facility at June 30, 2013 leaving
availability after issuance of letters of credit of some $279
million. This offers less robust coverage compared to the $249
million of potential or scheduled principal claims and any
operational needs arising from working capital or other
investments.

Ratings Placed Under Review for Downgrade:

Corporate Family, Ba2

Probability of Default, Ba2-PD

$400 million Senior Secured Term Loan A due 2015, Baa3, (LGD-2,
19%)

$600 million Senior Secured Revolving Credit Facility due 2015,
Baa3, (LGD-2, 19%)

$200 million Senior Secured Term Loan Due 2017 Baa3, (LGD-2, 19%)

$350 million Guaranteed Senior Subordinated notes due 2020 Ba3,
(LGD-5, 72%)

$200 million Convertible Senior Subordinated notes due 2024, Ba3,
(LGD-5, 72%)

Ratings Lowered

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

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

Alliant Techsystems Inc. produces propulsion, composite
structures, munitions, rocket motor systems, precision missiles,
and civil, military and sport ammunition. The company organizes
into three segments: Defense Group (44% of Q1-FY2014 revenues),
Aerospace Group (28%), and Sporting Group (28%). Over the last
twelve months ended June 30, 2013 revenues were approximately $4.4
billion.


ALLIED SYSTEMS: Teamsters Challenge Proposed Black Diamond Buyout
-----------------------------------------------------------------
On Sept. 6, Teamster Local Unions that represent more than 1,000
Allied Systems Holding workers unanimously supported informing its
members on the need to take aggressive action -- up to and
including a lawful strike -- if the current Black Diamond/Spectrum
bid to buy Allied proceeds and is approved by the bankruptcy court
on Tuesday, Sept. 10.

"This proposed sale is a violation of our contract and it is
outrageous that Allied selected this bid," said Roy Gross,
Director of the Teamsters Carhaul Division.  "In addition to the
outright violation of our contract, we have serious concerns about
Black Diamond's long-term interest in running this business.
We've encouraged any entity that is serious about a viable Allied
to discuss the business plan, management team, and plan for
Allied's future but those suggestions have not been taken to heart
by Black Diamond.  Black Diamond appears to be headed down the
same path that caused the liquidation of another carhaul company
they funded -- Performance Transportation Systems.

"If Black Diamond/Spectrum aren't going to honor our contracts and
treat its Teamster-represent workers with the respect they deserve
then there is an alternative.  At the auction last month, Jack
Cooper Transport, an existing auto hauling company, submitted the
highest all cash bid.  We have learned just [Fri]day Jack Cooper
has resubmitted an improved bid that should leave no doubt that
it's the best bid for the estate and the future of the company,"
added Mr. Gross.

The Teamsters Union has filed an official objection to Allied's
proposed sale to the winning bidder, Black Diamond/Spectrum.  A
judge will consider approving the winning bid at a hearing
scheduled for noon on Tuesday, Sept. 10.  Objections to Allied's
proposed sale to the winning bidder were due last week and
numerous objections including the Unsecured Creditors Committee,
Jack Cooper, Yucaipa, and Central States Pension Fund among
others, have been filed and are publicly available for review on
the court docket.

"We'll make our case in court along with the other key
stakeholders objecting to Black Diamond/Spectrum sale but we'll
also have the ability to make our case to our members and in the
streets," Mr. Gross said.

Founded in 1903, the International Brotherhood of Teamsters --
http://www.teamster.org-- represents 1.4 million hardworking men
and women throughout the United States, Canada and Puerto Rico.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: PE Firms Blast Challenge to Ch. 11 Auction
----------------------------------------------------------
Law360 reported that the two private equity firms that won the
auction to acquire the assets of bankrupt Allied Systems Holdings
Inc. struck back on Sept. 6 at allegations by losing bidder Jack
Cooper Holdings Corp., saying it had only raised objections
because it regretted losing in the auction.

According to the report, Black Diamond Capital Partners LLC and
Spectrum Investment Partners LP bought the car hauler for $105
million in a Chapter 11 auction on Aug. 16, beating out Allied
competitor Jack Cooper.  Jack Cooper raised objections to the sale
on Sept. 3, the report recalled.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
American Equity Investment Life Holding Company (AEL) at 'BB+' and
the Insurer Financial Strength (IFS) ratings of its insurance
operating subsidiaries: American Equity Investment Life Insurance
Company (AEILIC) and American Equity Investment Life Insurance
Company of New York, at 'BBB+'. The Rating Outlook is Stable.

Key Rating Drivers

The affirmation reflects high credit quality within AEL's bond
portfolio, continued good operating results, adequate risk-
adjusted capitalization and strong competitive position in the
fixed indexed annuity market. The rating also reflects AEL's high
financial leverage, above-average exposure to interest rate risk
and lack of diversification in earnings and distribution.

Fitch considers AEL's bond portfolio to be of above-average credit
quality. At June 30, 2013, the company's investment portfolio was
constructed primarily of investment-grade fixed income securities.
A high level of liquidity in the company's bond portfolio is
supported by an above-average allocation to publicly traded bonds.
The company's investment portfolio has historically been
significantly exposed to callable U.S. government-sponsored agency
securities, which shortened the option-adjusted duration of the
company's assets and increased the company's exposure to
reinvestment rate risk. This exposure was reduced considerably in
2012 and has continued to decline during 2013.

Fitch views the NAIC risk-based capital (RBC) ratio as of AEL's
primary insurance subsidiary, AEILIC, to be adequate for the
rating category. For Dec. 31, 2012, RBC was 332%, down from its
year-end 2011 level of 346%. Fitch anticipates that AEILIC's 2013
RBC ratio will be maintained above 300% as internally generated
capital will be partially offset by continued strong sales growth
and increased credit risk as the company continues a shift in its
portfolio allocation from federal agency securities to corporate
bonds. Based on the company's strong sales trends, Fitch believes
that AEL may need to manage sales growth and/or further access
reinsurance markets in the future given the strain new fixed
indexed annuity sales place on risk-based capital.

AEL's financial leverage was approximately 32% at June 30, 2013,
which was down from 36% at Dec. 31, 2012, but is considered by
Fitch to be high, and is the primary reason for the extra notch
between the company's IDR and its IFS rating. AEL issued $400
million of eight-year senior notes in July 2013, with the majority
of proceeds expected to be used to fund the redemption of a
portion of existing debt on the company's balance sheet. Although
Fitch expects the company's recent debt issuance to drive a modest
increase in financial leverage in the near term, a resumption of
the downward trend over the past few years in the company's
financial leverage could have a favorable effect on the company's
debt ratings.

AEL's above-average interest rate risk reflects the company's
focus on spread-based annuity products, particularly fixed indexed
annuities. The near-term concern is the ongoing low interest rate
environment, which is challenging the company and its peers in
terms of maintaining interest rate spreads. This concern has
historically been amplified somewhat by AEL's allocation to U.S.
government agency callable securities.

From a longer-term perspective, as AEL's book of business matures,
the occurrence of a rapid increase in interest rates could have an
adverse effect on its financial position, as it could result in a
sharp increase in surrenders while the value of its largely fixed-
rate investments decline in market value. Positively, Fitch notes
that AEL's book of business continues to exhibit strong protection
in terms of significant surrender charges which help offset the
cost to the company of early policy terminations.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $37.3 billion and equity of $1.4 billion at June
30, 2013. AEILIC, the main operating subsidiary of AEL, is also
headquartered in West Des Moines and had statutory total adjusted
capital of $1.8 billion at June 30, 2013.

Rating Sensitivities

The key rating triggers that could result in an upgrade include:

-- Enhanced capitalization with RBC above 350% on a sustained
   basis.

The key rating triggers that could result in a downgrade include:

-- A reduction in capitalization with RBC below 300%;

-- Sustained deterioration in operating results such that interest
   coverage is below 3x;

-- Significant increase in lapse/surrender rates;

-- Inability to maintain sufficient parent company liquidity to
   fund any potential forced repurchase of outstanding notes
   payable;

-- Unexpected spike in credit related impairments;

-- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the IFS of AEILIC include:

-- A sustainable decline in financial leverage below 30%;
-- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch has affirmed the following ratings with a Stable Outlook:

American Equity Investment Life Holding Company

-- IDR at 'BB+';
-- 3.500% senior convertible debentures due 2015 at 'BB';
-- 6.625% senior unsecured notes due 2021 at 'BB';
-- 5.250% senior convertible debentures due 2029 at 'BB';
-- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company

-- IFS at 'BBB+'.

American Equity Investment Life Insurance Company of New York

-- IFS at 'BBB+'.


ANACOR PHARMACEUTICALS: Incurs $14.1-Mil. Net Loss in 2nd Quarter
-----------------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $14.10 million on $3.42 million of
total revenues for the three months ended June 30, 2013, compared
with a net loss of $14.84 million on $2.56 million of total
revenues for the same period last year.

The Company reported a net loss of $29.17 million on $5.13 million
of total revenues for the six months ended June 30,2013, compared
with a net loss of $29.17 million on $4.98 million of total
revenues for the comparable period in 2012.

The Company's balance sheet at June 30, 2013, showed
$56.97 million in total assets, $49.56 million in total
liabilities, $4.95 million of redeemable common stock, and
stockholders' equity of $2.46 million.

A copy of the Form 10-Q is available at http://is.gd/Adb71h

                    About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds ?
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

                           *     *     *

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.


ATHLON HOLDINGS: Moody's Keeps 'B3' CFR; Outlook Positive
---------------------------------------------------------
Moody's Investors Service changed Athlon Holdings LP's rating
outlook to positive and upgraded its Speculative Grade Liquidity
Rating to SGL-2 from SGL-3 in recognition of the successful
completion of an Initial Public Offering in early August, 2013. At
the same time Moody's affirmed Athlon's B3 Corporate Family
Rating, B3-PD Probability of Default Rating and Caa1 senior
unsecured note rating.

Issuer: Athlon Holdings LP

Outlook change:

Outlook changed to Positive from Stable

Upgrade:

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

Affirm:

Corporate Family Rating, Affirm B3

Probability of Default Rating, Affirm B3-PD

Senior Unsecured Regular Bond/Debenture, Affirm Caa1 (LGD4, 68%)

Ratings Rationale:

The outlook change and the SGL upgrade reflect Athlon's improved
liquidity as the IPO effectively eliminates funding risk for
Athlon's drilling program through 2014. The company raised $293
million and immediately used $79 million to fully pay down its
revolver. As of August 7, 2013, Athlon had $234 million in cash
and $320 million of undrawn borrowing capacity under its borrowing
base revolving credit facility (total liquidity was $554
million).The borrowing base will grow over time as the company
executes its ambitious drilling schedule and adds more reserves.
Athlon will significantly outspend cash flow through 2014, but now
will have sufficient cash on hand and revolver availability to
address any funding shortfall. Capital expenditures for 2013
should be between $355 million and $365 million, and Moody's
expects a slightly higher level of spending in 2014.

Athlon's B3 CFR reflects its small scale and geographically
concentrated upstream operations relative to higher rated E&P
companies; high leverage in terms of production and proved
developed (PD) reserves; and the significant anticipated capital
expenditures and the resultant negative free cash flow through
2015. The CFR is supported by Athlon's oil-weighted production
profile (58% oil, 22% NGLs in second quarter, 2013) in the Permian
Basin -- the largest and most active hydrocarbon basin in the US;
predictable geological risks, long production history and multiple
pay intervals of the Wolfberry play; significant organic growth
prospects through future down-spacing and horizontal drilling; and
the high degree (99%) of operational control over its leasehold
acreage that should help optimize capital allocation, control the
pace of development and manage costs.

The positive outlook reflects Moody's belief that Athlon will be
able to steadily grow production and reserves through 2014 and
improve upon its leverage metrics.

An upgrade is possible if the company can achieve production
volumes approaching 18,000 boe/d while reducing the debt to
average daily production ratio below $35,000 boe/d.

A sustained drop in production or weak liquidity could prompt a
downgrade. If combined cash and revolver availability falls below
$50 million, or debt to average daily production rises
substantially above the $55,000 boe/d level, a downgrade is
likely.

The principal methodology used in rating Athlon was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Athlon Holdings LP is engaged in the acquisition, exploration,
development and production of oil and gas in the Permian Basin of
West Texas. Athlon is a wholly-owned subsidiary of Athlon Energy
Inc., a public company -- whose sole assets are controlling equity
interests in Athlon Holdings LP and its subsidiaries.


BATE LAND: Gets Approval to Tap Oliver Friesen as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina issued a ruling on September 6, 2013, authorizing Bate
Land & Timber, LLC, to employ George Mason Oliver, Esq., and
Oliver Friesen Cheek, PLLC, as its bankruptcy attorney.

Shallotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.).  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000.  The petition was
signed by Brad Cheers, manager.


BATE LAND: Disclosure Statement Has Conditional Approval
--------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, Wilmington Division,
conditionally approved the disclosure statement explaining Bate
Land & Timber, LLC's Plan of Reorganization.

Parties-in-interest have until Oct. 28, 2013, to file objections
to the Disclosure Statement.  If no objections are filed by the
objection deadline, the conditional approval of the Disclosure
Statement will become final.

The hearing to consider confirmation of the Plan is scheduled for
Nov. 7, 2013, at 11:00 A.M.   Oct. 28 is the last day for filing
written objections to the confirmation of the Plan.

The Plan proposes to sell all of the Debtor's real property valued
at $47,032,125, and personal property valued at $6,445,499.
Proceeds from the asset sales will fund the Plan.  The liens
secured by the Debtor's property will attach to the net proceeds
of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

A full-text copy of the Plan, dated Aug. 30, 2013, is available
for free at http://bankrupt.com/misc/BATELANDds0830.pdf

Shallotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.).  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor listed estimated assets from $10,000,001 to $50,000,000
and estimated debts from $100,001 to $500,000.  The petition was
signed by Brad Cheers, manager.

The Debtor is represented by George Mason Oliver, Esq., and Ciara
L. Rogers, Esq. -- clr@ofc-law.com -- at Oliver Friesen Cheek,
PLLC, in New Bern, North Carolina.


BELLADOGGIE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Belladoggie, Inc.
        2900 Magazine Street
        New Orleans, LA 70115

Bankruptcy Case No.: 13-12437

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Christopher T. Caplinger, Esq.
                  LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
                  601 Poydras Street, Suite 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Fax: (504) 529-7418
                  E-mail: ccaplinger@lawla.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/laeb13-12437.pdf

The petition was signed by Andrea Kim Dudek, president.


BOSTON BIOMEDICAL: Moody's Withdraws 'Caa3' Rating
--------------------------------------------------
Moody's Investors Service has withdrawn its Caa3 rating, under
review direction uncertain, on Boston Biomedical Research
Institute's Series 1999 bonds issued through the Massachusetts
Development Finance Agency. The rating withdrawal follows the
redemption of bonds in July 2013.

Moody's has withdrawn the rating because of the redemption of the
rated bonds in July 2013.


CENGAGE LEARNING: Objects to Panel's Bid for Hearing Continuance
----------------------------------------------------------------
BankruptcyData reported that Cengage Learning filed with the U.S.
Bankruptcy Court an objection to its official committee of
unsecured creditors' motion for an order continuing the hearings
to consider both the Debtors' Disclosure Statement and Plan of
Reorganization.

The objection states, "The Debtors object to the Committee's
request to adjourn the hearing on the Disclosure Statement to
October 25, 2013 and delay the plan confirmation timeline. The
Adjournment Motion should be denied as it attempts to impose
arbitrary restrictions on the Debtors' ability to conduct these
chapter 11 cases in the way they believe is most appropriate and,
more importantly, it seeks only to delay as opposed to proposing a
definitive timeline for the Debtors' emergence from chapter 11. As
this Court is aware, it is critical that the Debtors' Chapter 11
cases proceed in an efficient manner and without undue delay to
protect the Debtors' businesses and maximize value of the Debtors'
estates."

                     About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.  Arent Fox LLP is the
proposed counsel for the Committee.  FTI Consulting, Inc., serves
as financial advisor to the Committee.  Moelis & Company LLC
serves as investment banker to the Committee.


COMMUNITY HOME: Court Sets Sept. 17 Confirmation Hearing
--------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi will convene a hearing on
Sept. 17, 2013, at 1:30 p.m., to consider the confirmation of
Community Home Financial Services, Inc.'s Plan of Reorganization
dated Jan. 29, 2013.  Objections, if any, are due Sept. 10.

The Court approved the Disclosure Statement and the two
addendums filed on March 6, and July 18, respectively.

The objections to the Disclosure Statement -- based on financial
projections -- filed by Edwards Family Partnership LP and Beher
Holdings Trust were resolved by the addendum.

As reported in the Troubled Company Reporter on Aug. 16, 2013, the
Debtor filed a second addendum to the Disclosure Statement
explaining its Plan.  The Addendum are the Debtor's two-year
projections.  The worksheets are based on sound assumptions
including the fact that the Debtor will go forward as a going
concern, the Debtor's counsel asserted.  The Home Improvement loan
portfolios are calculated with formulas to allow for obtaining new
home improvement loans while allowing for the declining
amortization of the current Home Improvement loan portfolios, he
discloses.  The Joint Venture incomes are based upon a 25% share
of three of the pools and 50 percent of four of the pools, he
adds.  The projections do not include the additional funds the
Debtor should recover from the "Debt X" transactions being
litigated in pending adversary proceedings.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell,
Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the
Debtor.


CPG INT'L: Moody's Assigns B3 CFR & Rates Sr. Term Loan B2
----------------------------------------------------------
Moody's Investors Services has assigned a B3 Corporate Family
Rating and B3-PD Probability of Default Rating to low maintenance
material building products manufacturer CPG International Inc. on
its proposed $1.5 billion leveraged buyout. Moody's has also
assigned a B2 rating to the $625 million proposed senior secured
term loan, as well as a Caa2 rating to the $315 million proposed
senior unsecured notes. The rating outlook is stable.

Proceeds from the new debt, as well as a $600 million combined
equity contribution from Ares Management and the Ontario Teachers'
Pension Plan, will fund the buyout from the current owner AEA
Investors, and refinance existing debt.

Assignments:

Issuer: CPG International Inc.

Corporate Family Rating of B3

Probability of Default Rating of B3-PD

Proposed $625 million senior secured term loan due 2020 at B2
(LGD3, 39%)

Proposed $315 million senior unsecured notes due 2021 at Caa2
(LGD5, 87%)

Stable rating outlook

The ratings are contingent upon the receipt and review of final
documentation

All of the ratings of predecessor CPG International I Inc.,
including its B2 CFR and ratings on existing bank debt will be
withdrawn upon completion of the proposed transaction and
repayments of existing debt.

Ratings Rationale:

The B3 Corporate Family Rating reflects CPG's high leverage that
will result from the sizeable amount of debt that will be used to
fund the acquisition of the company. Debt of over $950 million
(including Moody's standard adjustments) on close of the proposed
transactions will represent nearly two times CPG's total revenue.
Moody's estimates pro forma leverage (Debt to EBITDA) of over 8
times as of LTM June 30, 2013. The ratings also takes into account
significant competition that CPG faces in the low maintenance
building products segment, and exposure to the cyclical
residential homebuilding and repair segment. However, the B3 CFR
favorably considers CPG's strong market position, successful track
record of deleveraging following debt-financed acquisitions
(TimberTech), recovering end markets, and good liquidity.

The $625 million of term loan is rated B2, one notch above the
CFR. This facility, along with the proposed $125 million ABL
facility (not rated by Moody's), ranks senior to $315 million of
unsecured notes in the application of Moody's Loss Given Default
("LGD") methodology. The term loan has a first priority lien on
substantially all assets (excluding the ABL priority collateral,
to which it holds a second priority interest), and benefits from
upstream guarantees from all existing and future wholly owned
domestic subsidiaries. The $125 million ABL revolver holds a first
priority position on substantially all current assets or ABL
priority collateral.

The $315 million of senior unsecured notes are rated Caa2, which
is two notches below the CFR. The lower rating reflects the impact
that the sizeable amount of secured debt in the company's debt
structure has on the implied recovery of these notes under LGD.

Moody's believes that CPG will maintain a good liquidity position
in the near term. Although the company estimates to have a minimal
cash balance on close of the proposed transactions, Moody's
expects that positive free cash flow generation will allow the
company to restore modest cash reserves over the near term. Also,
the company will have a $125 million ABL facility in place, due
2018, which Moody's assesses to be robust for a company of this
size. It is expected that this facility will be undrawn on close,
with about $88 million available after letters of credit usage.
Moody's notes that the terms of the ABL facility include financial
covenants that only become effective when availability under this
facility falls to minimal levels. Moody's further notes that the
term loan facility has no financial covenants. As such, Moody's
believes that the company will not face any covenant restrictions
over the foreseeable future.

The stable rating outlook reflects Moody's expectations that the
company will maintain current margins with modest revenue growth
over the near term. This would allow the company to generate
sufficient free cash flow to repay a moderate amount of debt and
gradually de-lever over that time. Moody's estimates that the
company's Debt to EBITDA will approach 7 times by 2014, while
EBITA to Interest will remain above 1.5 times.

Ratings or their outlook could be adjusted downward if revenue
levels decline materially due to weakness in demand for its key
products, resulting in reduced margins and operating cash flow.
Lower ratings could also result if the company were to undertake
debt-financed acquisitions, or implement aggressive shareholder
return policies, such as a debt-funded distribution initiative.
Rating pressure could also occur if the company cannot reduce Debt
to EBITDA to levels below 7.5 times over the next 12-18 months, or
if EBITA to Interest falls below 1.2 times. In addition, any
material long term use of the ABL facility to fund operating needs
could result in a downgrade.

While a ratings upgrade is unlikely over the near term, upward
rating consideration could be warranted if the company
demonstrates steady revenue growth at improving operating margins.
The company would also need to expand its operating scope to
diversify its revenue base, without a material increase in debt.
In particular, sustained Debt to EBITDA of less than 5.5 times,
EBITA to Interest above 2.5 times, along with robust cash reserves
could warrant a ratings upgrade.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

CPG International Inc., headquartered in Scranton, Pennsylvania,
is a leading manufacturer of premium, low maintenance building
products for residential, commercial and industrial markets.


CREATIVE GROUP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Creative Group Acquisition Co.
        1601 Broadway, 10th Floor
        New York, NY 10019

Bankruptcy Case No.: 13-12258

Chapter 11 Petition Date: September 3, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Michael G. Busenkell, Esq.
                  GELLERT SCALI BUSENKELL & BROWN, LLC
                  913 N. Market St., 10th Floor
                  Wilmington, DE 19801
                  Tel: (302) 425-5812
                  Fax: (302) 425-5814
                  E-mail: mbusenkell@gsbblaw.coma

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $10,000,001 to $50,000,000

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/deb13-12258.pdf

The petition was signed by Ron Kaplan, director.


CYPRESS MEDPRO: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: Cypress MedPro Partners, LLC
        1010 High House Road, Suite 105
        Cary, NC 27513-0000

Bankruptcy Case No.: 13-11815

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Caryl E. Delano

Debtor's Counsel: Scott A. Underwood, Esq.
                  FOWLER WHITE BOGGS, P.A.
                  P.O. Box 1438
                  Tampa, FL 33601
                  Tel: (813) 228-7411
                  Fax: (813) 229-8313
                  E-mail: Scott.Underwood@fowlerwhite.com

                         - and ?

                  Linda Jing Zhou, Esq.
                  FOWLER WHITE BOGGS, P.A.
                  P.O. Box 1438
                  Tampa, FL 33601
                  Tel: (813) 222-3327
                  E-mail: linda.zhou@fowlerwhite.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-11815.pdf

The petition was signed by Maxwell M. Oaks, managing member of
Oaks Cypress MedPro Partners, LLC, managing member.


DAEDALUS USA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Daedalus USA, Incorporated
        P.O. Box 980022
        Park City, UT 84098

Bankruptcy Case No.: 13-30226

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Joseph M. Chambers, Esq.
                  HARRIS, PRESTON & CHAMBERS P.C.
                  31 Federal Avenue
                  Logan, UT 84321
                  Tel: (435) 752-3551
                  Fax: (435) 752-3556
                  E-mail: jchambers@utahlawfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/utb13-30226.pdf

The petition was signed by Frank Lynn Padan, president.


DETROIT, MI: Ch. 9 Objectors Ignore "Overwhelming" Need for Relief
------------------------------------------------------------------
Chad Livengood and Robert Snell, writing for The Detroit News,
reported that Detroit's legal team on Sept. 6 struck back at
challenges to the city's eligibility for bankruptcy protection,
arguing objectors are ignoring the financial reality of the
"overwhelming need for debt relief" for Michigan's largest city.

According to the report, in a 135-page consolidated response to
109 objections to Detroit's eligibility for bankruptcy, city
lawyer Bruce Bennett said creditors are wrong to claim Gov. Rick
Snyder's authorization of the Chapter 9 filing violated the state
constitutional protection of pensions.

"They are mistaken," Bennett wrote, the report related.

Neither the bankruptcy petition nor Snyder's authorization
diminishes retiree pensions, Bennett argued, the report said.

"These are simply steps that begin the bankruptcy process, where
pensions may be impaired by order of a federal bankruptcy court at
some later date," Bennett wrote, the report further related.

Bennett also claimed labor unions have attempted to "invent" a
legal requirement that Snyder should have restricted Emergency
Manager Kevyn Orr from slashing pensions as a condition on the
bankruptcy filing, the report added.  Bennett said there's no
statute or constitutional requirement for bankruptcy conditions.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Nearly $1-Bil. in Bonuses Paid from Pension Fund
-------------------------------------------------------------
Nathan Bomey and John Gallagher, writing for The Detroit Free
Press, reported that one of Detroit's two pension funds handed out
nearly $1 billion in bonus cash payments over two decades to
retirees and active employees' retirement accounts instead of
reinvesting the extra earnings for the future, according to a Free
Press review of city records.

According to the report, the payments, often referred to as a
"13th check," contributed to Detroit's financial crisis and its
historic Chapter 9 bankruptcy filing by increasing the amount the
city needed to contribute each year to keep the pension fund
solvent.

Had the city's General Retirement System held on to the excess
cash, the city might not have felt the need to borrow $1.44
billion in 2005 to plug the city's unfunded pension liabilities
gap, the Free Press found.  That debt has ballooned to nearly one-
fifth of the city's total debt today and played a role in pushing
the city into filing the largest municipal bankruptcy in the
nation's history in July.

"If it had been reinvested, maybe it's worth a billion and a half
today," said Ed Rago, who served as budget director for Mayor
Coleman Young for several years and then as budget director for
Mayor Dennis Archer for one year, the report related.  "It's
always been a bug in my ass. Always angry about that."

It's unclear exactly how much extra money was distributed from the
city's other pension fund that covers police and fire service
employees, the report further related.  Officials, however, have
told the Free Press it was a much less frequent practice and that
it happened in earnest for only a few years. An unofficial
tabulation by Rago puts the bonus figure for police and fire at
$218 million for the three years 2000-02.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: State Court Seeks Involvement in City Bankruptcy
-------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that a state
court in Detroit will participate in the city's record, $18
billion municipal bankruptcy, saying it reserved its right to
adjudicate "noncore" matters related to the federal case.

According to the report, attorney John Gregg filed paperwork in
U.S. Bankruptcy Court in Detroit on behalf of Michigan's 36th
District Court asking for copies of all pleadings filed in the
case. Such requests are normally only filed by creditors and other
private parties that believe they are affected by a bankruptcy
case.

Gregg declined to comment when asked why the court hired him, the
report related.

The filing is "pretty bizarre," bankruptcy attorney Mark Berman
told the news agency.  "I've never heard of an attorney appearing
for a court."

The state court handles small-claims lawsuits involving amounts
less than $25,000, traffic cases and misdemeanor criminal cases,
the report pointed out. It only handles felonies through the early
stages before passing them off to a higher court, according to the
court website.

"The submission and filing of this notice and demand constitutes a
?special appearance,'" Gregg wrote in the filing, the report
cited.  The filing isn't "a consent to, or a waiver of, the right
to challenge jurisdiction of this Court to adjudicate noncore
matters, which right the 36th District Court for the State of
Michigan expressly reserves without prejudice."

                    About 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.


DIGITAL DOMAIN: Sixth Amendment to Final DIP Order Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sixth amendment to the final order authorizing DDMG Estate,
f/k/a as Digital Domain Media Group, Inc., and its debtor
affiliates, to obtain postpetition financing to reflect that the
"Outside Date," as the term is defined in the Final DIP Order, is
amended to Sept. 27, 2013.

A full-text copy of the Sixth Amendment is available for free
at http://bankrupt.com/misc/DDMGdip0906.pdf

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIOCESE OF STOCKTON, CA: Weighs Bankruptcy Filing
-------------------------------------------------
Catholic Culture reported that the Diocese of Stockton,
California, could soon become the 10th Catholic diocese in the US
to file for bankruptcy in the face of costly legal settlements
with sex-abuse victims.

According to the report, Stockton's Bishop Stephen Blaire
announced that the diocese is exploring every available option for
meeting its financial obligations. But he warned that "options
other than filing for bankruptcy protection have not emerged." The
bishop said that it "appears likely" the diocese will enter
federal bankruptcy court.

The announcement from Stockton comes close on the heels of the
news that the Diocese of Gallup, New Mexico will file for
bankruptcy protection, the report noted.

Bishop Blaire is the chairman of the US bishops' committee on
domestic justice and human development, the report pointed out.


DUNAGAN ENTERPRISES: Case Summary & 10 Unsecured Creditors
----------------------------------------------------------
Debtor: Dunagan Enterprises, Inc.
        16356 Apple Valley Rd., Unit C
        Apple Valley, CA 92307

Bankruptcy Case No.: 13-24918

Chapter 11 Petition Date: September 3, 2013

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: Sharon C. Hughes, Esq.
                  HUGHES & DUNSTAN, LLP
                  21650 Oxnard St Ste 1960
                  Woodland Hills, CA 91367
                  Tel: (818) 715-9558
                  E-mail: schug98@aol.com

Scheduled Assets: $6,738,337

Scheduled Liabilities: $3,133,078

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-24918.pdf

The petition was signed by Edward Dunagan, president.


EAST COAST BROKERS: Bankruptcy Court Approves Asset Sales
---------------------------------------------------------
Murray Wise Associates LLC on Sept. 6 disclosed that after months
of marketing, seven auctions and more than 13,000 man hours, the
efforts to sell the assets of East Coast Brokers and Packers, the
Madonia family and related entities have culminated in court
approval of sales totaling more than $75 million.

Four live real estate auctions, an online real estate auction, two
equipment auctions, and the private sale of a condominium resulted
in a grand total of $75,097,134, which was approved by the U.S.
Bankruptcy Court - Tampa Division Thursday, Sept. 5.

"This has literally been the most remarkable team effort of which
I've ever been a part," said Murray Wise, chief executive officer
of Murray Wise Associates.  "This very complex group of assets
required the combined efforts of Murray Wise Associates, Crosby &
Associates, Woltz & Associates, and Weeks & Associates, who worked
together seamlessly for months.  Chapter 11 Trustee Jerry McHale
and his staff at McHale, P.A., also put in endless hours and were
great to work with," he said.

McHale told the court the auctions have exceeded expectations by
every measure.

"By any yardstick you can come up with, this team has achieved
more than anybody could have reasonably expected.  This was an
incredibly diverse group of properties, with farmland, luxury
residences, processing plants and hundreds of machines, and it was
a massive challenge just to organize it all. The creditors have
recouped more of their investment than many people imagined. I
could not be happier," said McHale.

The total excludes a $2.1 million bid for the Red Rose Inn &
Suites in Plant City, Fla., which was rejected.  "We have some
people interested in buying the inn, and we still hope to get it
sold, but we've just had our hands full up to this point
conducting the auctions and getting the deals done," said Wise.

Murray Wise Associates LLC, headquartered in Champaign, Ill., with
additional offices in Florida and Iowa, is a national agricultural
real estate marketing and financial advisory firm.

                     About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.

Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker,
Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special
counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EASTMAN KODAK: Court Sets Oct. 18 Deadline for Filing Admin Claims
------------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper set an October 18 deadline for
creditors of Eastman Kodak Co. to file a request for payment of
general administrative claims against the company.  Judge Gropper
also approved the procedures for filing requests for payment of
claims.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EDISON MISSION: Seeks Parent's Cooperation with Investigation
-------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Edison Mission Energy and its creditors say parent Edison
International is blocking their probe into allegations that the
parent orchestrated a value-grabbing scheme ahead of Edison
Mission's bankruptcy filing.

                        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:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

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

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

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


EL FARMER: Hearing on Plan Outline Scheduled for Nov. 6
-------------------------------------------------------
The hearing to consider the approval of the disclosure statement
for El Farmer, Inc.'s Chapter 11 Plan of Reorganization dated
July 29, 2013, is scheduled for Nov. 6, 2013, at 9:00 a.m.  The
Debtor's deadline to file an amended Plan and Disclosure Statement
is on Sept. 30, 2013.  The Court's scheduling order also provided
the Debtor five days to file an application for use of cash
collateral with the corresponding projections.

As reported in the TCR on Aug. 22, 2013, El Farmer, Inc., filed
with the U.S. Bankruptcy Court for the District of Puerto Rico a
Proposed Plan of Reorganization and explanatory Disclosure
Statement on July 29, 2013.

Pursuant to the Plan, general unsecured creditors will receive a
distribution of 5% of their allowed claims to be distributed at
$4,396 per month for 96 months.  General unsecured claims filed in
the case total $54,926.79.  BPPR's unsecured portion is
$6,592,679.

With respect to BPPR's Secured Claim of $11,641,429, the Debtor
will pay the value of collateral determined as $5,048,750 at the
rate of $36,092 in 180 equal monthly installments.  The balance
will be treated as a general unsecured claim.

Payments and distributions under the Plan will be funded from the
Debtor's postpetition income from the operation of the business.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/elfarmer.doc120.pdf

                          About El Farmer

El Farmer, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case
No. 12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.  Modesto Bigas Mendez, Esq., at Bigas &
Bigas, in Ponce, P.R., represents the Debtor as counsel.


EXCEL MARITIME: Creditors Push For Chair's Docs In Fraud Probe
--------------------------------------------------------------
Law360 reported that creditors of Excel Maritime Carriers Ltd. on
Sept. 5 urged a bankruptcy court to force the Greek dry bulk
shipper's chairman to hand over documents from other entities he
controls as part of an investigation into any potentially
fraudulent transfers.

According to the report, the official committee of unsecured
creditors, which has battled Excel throughout its two-month
bankruptcy, claims the company has refused to comply with
discovery orders that included document requests from Chairman
Gabriel Panayotides' other entities, which the creditors say are
run out of the same office as Excel.

                       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-bk- 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.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


FAIRMONT GENERAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fairmont General Hospital, Inc.
        1325 Locust Avenue
        Fairmont, WV 26554

Bankruptcy Case No.: 13-01054

Affiliate that filed separate Chapter 11 petition:

        Debtor                     Case No.
        ------                     --------
Fairmont Physicians, Inc.          13-01055

Chapter 11 Petition Date: September 3, 2013

Court: U.S. Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Judge: Patrick M. Flatley

Debtors' Counsel: Rayford K. Adams, III, Esq.
                  SPILMAN THOMAS & BATTLE, PLLC
                  110 Oakwood Drive, Suite 500
                  Winston-Salem, NC 27103
                  Tel: (336) 725-4710
                  Fax: (336) 725-4476
                  E-mail: tadams@spilmanlaw.com

                         - and ?

                  David R. Croft, Esq.
                  SPILMAN THOMAS & BATTLE, PLLC
                  1233 Main Street, Suite 4000
                  P.O. Box 831
                  Wheeling, WV 26003
                  Tel: (304) 230-6952
                  Fax: (304) 230-6951
                  E-mail: dcroft@spilmanlaw.com

                         - and ?

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

Debtors'
Financial
Analyst:          GLEASON & ASSOCIATES, P.C.

Debtors'
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Robert C. Marquardt, president and
chief executive officer.

Fairmont General Hospital's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wesbanco Trust and Investment Svcs --                  $12,065,000
One Bank Plaza
Wheeling, WV 26003

Medical Information Technology Inc.--                   $1,262,698
Meditech Circle
Westwood, MA 02090

Cardinal Health (Owen Healthcare)  --                   $1,208,562
21377 Network Place
Chicago, IL 60673

Marriott Management Services Corp. --                   $1,130,311
P.O. Box 905374
Charlotte, NC 29290-5374

Delphi of Team Health              --                     $567,495
P.O. Box 634850
Cincinnati, OH 45263

Cardinal Health (Allegiance)       --                     $303,683
Scientific/Hospital Divisions
2320 McGaw Road
Obetz, OH 43207

Therex, Inc.                       --                     $268,915
341 Cool Springs Boulevard, Suite 450
FRANKLIN, TN 37067

Diamond Healthcare Corporation     --                     $227,026

Allegheny Emergency Physicians, LLP--                     $216,648

Premier Anesthesia, LLC            --                     $209,910

Central Blood Bank                 --                     $192,493

The Shams Group Inc.               --                     $189,045

United Hospital Center Inc.        --                     $188,150

Insight Health Corp.               --                     $171,848

Healthcare Services                --                     $154,679
Management, Inc.

Microsoft Licensing, GP            --                     $145,970

Iatric Systems                     --                     $144,732

Executive Health Resources, Inc.   --                     $133,674

Abbott Laboratories                --                     $131,650

Pharmalogic Ltd.                   --                     $122,869


FLORIDA GAMING: Obtains Order Establishing Trading Procedures
-------------------------------------------------------------
Florida Gaming Corporation on Sept. 6 disclosed that the U.S.
Bankruptcy Court has entered an order establishing procedures for
trading in the company's common stock that are designed to assist
the company in preserving its net operating losses.

On August 30, 2013, the U.S. Bankruptcy Court for the Southern
District of Florida granted a motion and entered an order on the
docket, designed to assist the company in preserving its net
operating losses by prohibiting certain transfers of equity
interests in the company.  The order will remain in effect until
the Bankruptcy Court holds a hearing to reconsider the
appropriateness of the interim relief.  A final hearing is
currently set for September 11, 2013.

In general, the order requires that any person seeking to acquire
ownership of more than 4.9% of the company's common stock, before
such acquisition, file with the Bankruptcy Court and serve on the
"Notice Parties" named in the order (i) a Declaration of Intent to
Purchase, Acquire or Otherwise Accumulate Common Stock and (ii) a
motion to approve any such contemplated transaction.  The company
(or any other interested party) would then have the right to
object to the proposed acquisition.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company listed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FLORIDA NEUROLOGIC INSTITUTE: Emerges From Bankruptcy
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Florida Institute for Neurologic Rehabilitation Inc.
emerged late last week from a Chapter 11 reorganization begun in
January.

The bankruptcy was designed to prevent lender Regions Bank, owed
$31 million on a real estate loan, from having a receiver
appointed in state court.  The bank said it hadn't been paid since
August 2012.

According to the report, the loan reduced to $30 million, the bank
was given a new secured note due in five years. Interest at 4.5
percent will be paid, along with amortization of principal on a
30-year schedule.  Unsecured creditors will receive half of excess
cash flow in annual payments over five years.  Existing ownership
remains intact.

The bankruptcy court in Tampa, Florida, signed a confirmation
order in late August approving the plan.

Florida Institute for Neurologic Rehabilitation Inc. and Traumatic
Brain Education Adult Community Home Inc., sought Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 13-00102 and 13-00097) on
Jan. 4, 2012.  Craig I Kelley, Esq., at Kelley & Fulton, P.A., in
West Palm Beach, Florida, serves as counsel.  FINR estimated under
$50,000 in assets and at least $1 million in liabilities.
Traumatic Brain estimated under $50,000 in assets and up to
$500,000 in liabilities.


FORD MOTOR: S&P Raises Issuer Credit Rating From 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit
ratings on Ford Motor Co. (Ford) and Ford Motor Credit Co. LLC
(Ford Credit) to 'BBB-' from 'BB+', and revised the outlook on
both companies to stable from positive.  S&P simultaneously
withdrew its '3' recovery rating on Ford's senior unsecured debt
because it do not assign recovery ratings to the issues of
investment-grade companies.

"We also raised the long-term counterparty credit rating on FCE
Bank PLC (FCE), Ford Credit's U.K. incorporated bank, to 'BBB'
from 'BBB-'.  The outlook on FCE's rating is negative, reflecting
the negative trend that we have assigned to U.K. banking industry
risk.  We currently have a one-notch differential between the
ratings on FCE and its parent, which reflects FCE's regulated
status, 'bbb' stand-alone credit profile, and proven ability to
access funding independently of its parent.  If our assessment of
U.K. banking industry risk were to worsen, we would also lower our
assessment of FCE's stand-alone credit profile and, therefore, the
rationale for FCE to be rated higher than its parent would no
longer apply," S&P said.

"The upgrade reflects our expectation that Ford's credit measures
will improve meaningfully as a result of its solid performance in
North America and improved pension funding status, as well as our
view that Ford's efforts to better diversify its profits across
geographies are on track," said credit analyst Dan Picciotto.  S&P
also believes Ford's progress in consolidating vehicles onto
global platforms will improve profitability across the company's
vehicle mix, and that it has maintained good traction with
customers in the important North America market.  The depressed
European auto market continues to make that region Ford's worst
performer, but S&P believes Ford's restructuring efforts and
recent gains in retail market share (for instance, the company
reported retail share in Europe of about 8.4% in the second
quarter of 2013, an improvement of about two percentage points
year over year) provide evidence that it can return to eventual
profitability.  The upgrade also recognizes Ford's recent strong
sales growth in China, which is helping bolster its Asia-Pacific
and Africa segment to an expected profit this year, and Ford's
reasonable performance in South America despite a variety of
trade, tariff, and foreign exchange issues, and greater production
capacity in the industry.

Standard & Poor's rating on Michigan-based Ford reflects its
revised assessment of Ford's business risk profile as
"satisfactory" (previously "fair") and its financial risk profile
as "intermediate" (previously "significant").  The reassessment of
the business risk profile primarily reflects Ford's strong
performance in North America, S&P's belief that the company is on
track to diversify its profits geographically over time, and its
large, profitable Ford Credit captive finance unit.  S&P expects
Ford Credit will continue to be solidly profitable, partly because
of higher sales volumes, still-strong industrywide used-vehicle
prices (limiting costs related to lease residuals), and low credit
losses.

The financial risk profile reassessment to "intermediate"
primarily reflects S&P's expectation that Ford's credit measures
will improve to levels commensurate with this assessment in the
next year, including adjusted debt to EBITDA of 2x-3x.  S&P
expects a substantial reduction in unfunded pension obligations
(which S&P includes as debt-like obligations) this year due to
cash contributions and a higher discount rate on these
liabilities.

Evidence of Ford's solid performance in North America includes its
reported segment margin of more than 10% in the first half of
2013, which S&P considers very good.  S&P's expectations for the
U.S. market include:

   -- The U.S. economy will continue its fragile recovery, with
      GDP growth of 1.7% in 2013 and 2.9% in 2014;

   -- The housing market will continue to rebound (to 1.23 million
      units in 2014, up about 30% year on year), which S&P
      believes will support demand in the profitable full-size
      pickup truck market; and

   -- S&P's base case assumes U.S. industry light-vehicle sales
      will improve to 15.6 million units in 2013 and 16.1 million
      units in 2014.

S&P believes the company will maintain a good competitive position
in the U.S. (including the no. 2 market share), which, along with
its improved cost base, supports prospects for generating free
cash flow and profits in its automotive manufacturing business.
S&P expects Ford to remain meaningfully profitable in its
economist's downside case, which implies light-vehicle sales in
the U.S. of 14.9 million in 2013 and 14.1 million in 2014.  S&P
assumes automakers competing in the U.S. market will generally
continue a disciplined approach to production and inventory levels
relative to sales, largely avoiding excess inventories or sharply
higher incentives.

"We expect the company will report losses through at least 2014 in
Europe, but we believe restructuring actions and product
investments will improve profitability when the market rebounds
from currently depressed levels.  We assume any losses or cash use
in Europe will not become substantial enough to affect the ratings
if other markets, especially North America, remain on track.  We
believe strong product renewal programs should support good
performance in North America.  We believe the Asia-Pacific and
Africa segment is on track for sustained profits largely due to
improving sales volumes in China.  We assume Ford can sustain its
pretax EBIT margin in the upper-single-digit percentage area in
North America and in the mid-single-digit area for its overall
automotive operations," S&P said.

S&P believes underlying industry and business risks persist, most
notably:

   -- Exposure to persistent industry risks, including volatile
      demand, high operating leverage, and limited pricing power;

   -- The eventual return in North America to more typical levels
      of industry volatility in sales and production;

   -- Ford's still-high dependence on light trucks, particularly
      full-size pickups, for profitability in North America,
      although new car introductions in recent years have fared
      well; and

   -- The potential loss of traction with customers given recent
      deterioration in third-party quality studies largely related
      to issues surrounding its My Ford Touch infotainment system.

S&P assess Ford's management and governance as "satisfactory," as
defined by S&P's criteria.  S&P considers Ford's strategic
positioning to be positive and believes the consistency of its
strategy has been good.

The rating outlook is stable.  S&P expects Ford's credit measures
will improve toward levels appropriate for the 'BBB-' rating,
which include adjusted debt to EBITDA of 2.5x and free operating
cash flow to adjusted debt of 15%, by the end of 2014.  Standard &
Poor's base-case expectations for 2013 include meaningful
improvement in pension underfunding (due to a higher discount rate
and cash contributions) and about 10% revenue growth.  S&P expects
modest growth in 2014 and that pretax margins will remain at least
5%.  S&P expects automotive free operating cash flow will exceed
$4 billion in 2013 and be around $4 billion or higher in 2014.

S&P could raise the ratings if it expects Ford will diversify its
profits across regions, including definitive prospects for
sustainable profits in Europe.  S&P would expect pretax automotive
profit margins to be at least in the mid-single digits. For a
higher rating, S&P would expect Ford to sustain debt to EBITDA of
less than 2.5x and automotive free cash flow to adjusted debt of
20% or more.  S&P would also expect the company to maintain
prudent levels of liquidity comparable to the about $30 billion or
more at the automotive parent that exists today.  In addition, S&P
would expect Ford Credit to be profitable and continue to
demonstrate underwriting standards consistent with an investment-
grade rating.

S&P could lower the ratings if adverse economic or competitive
developments (e.g., a prolonged sales decline, overproduction,
excess inventory, increased incentives, or unfavorable shifts in
customer demand) reduced the prospects for profitability and
positive free operating cash flow, or if Ford were to use a
substantial amount of cash in its automotive operations over
multiple quarters.

In a downturn scenario, S&P could lower the ratings if it expected
free operating cash flow to be meaningfully negative and the
company's liquidity position was not sufficient to easily manage
through the weakness.  This would likely require Ford to maintain
at least $20 billion of automotive liquidity unless S&P was
confident that a turnaround was underway.  Against the backdrop
of fairly healthy market conditions, we could lower the ratings
if, due to deterioration in Ford's competitive position or a more
aggressive financial policy, S&P expected the company's credit
measures to deteriorate and remain weak (e.g., if the company's
adjusted debt to EBITDA remained more than 3x).


FULL SERVICE: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Full Service Self Storage, LLC
        306 W. El Norte Parkway #417
        Escondido, CA 92026

Bankruptcy Case No.: 13-08998

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Bruce A. Wilson, Esq.
                  BRUCE A. WILSON, APLC
                  2031 Fort Stockton Drive
                  San Diego, CA 92103
                  Tel: (619) 497-0627
                  Fax: (619) 497-0628
                  E-mail: Brucewils@aol.com

Scheduled Assets: $1,806,225

Scheduled Liabilities: $2,984,218

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/casb13-8998.pdf

The petition was signed by Susan Smith, manager.


FURNITURE BRANDS: Files Voluntary Chapter 11 Bankruptcy Petition
----------------------------------------------------------------
Furniture Brands International and certain of its wholly-owned
subsidiaries on Sept. 9 disclosed that it has filed voluntary
petitions under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.  The Company
also announced today that in conjunction with the filing, it is
pursuing a sale process under Section 363 of the Bankruptcy Code.
To this end, Furniture Brands has entered into an asset purchase
agreement with affiliates of funds managed by Oaktree Capital
Management L.P., which it intends to submit to the Court.  Under
the agreement, Oaktree will acquire substantially all of the
assets of Furniture Brands except the company's Lane business,
through a Court-supervised auction process, subject to Bankruptcy
Court approval and certain other conditions.  This bid will serve
as a starting point for a sale process for the company, which may
include other bidders.  In addition, the Company is engaged in a
process to evaluate sale alternatives for the Lane business, and
has received several indications of interest from potential
acquirers.  Oaktree is a leading institutional investor with deep
experience working with companies in situations similar to
Furniture Brands.

Furniture Brands also disclosed that it has received a commitment
from Oaktree for $140 million in Debtor-in-Possession (DIP)
financing, including $50 million of new liquidity.  The new
facility, which is subject to court approval, will enable the
Company to operate business uninterrupted and continue to meet its
financial obligations, including the timely payment of employee
wages and benefits, continued servicing of customer orders and
shipments, and other obligations.

"After careful consideration of a range of alternatives, we firmly
believe that our Chapter 11 process represents the best long-term
solution for Furniture Brands to address its liquidity challenges,
strengthen its operations and continue to provide our customers
with the highest quality products and service that they have come
to expect from us," said Ralph Scozzafava, Chairman of the Board
and CEO of Furniture Brands.  "Our portfolio includes some of the
most well respected brands in the furniture industry, and we are
pleased to be partnering with Oaktree, which has deep experience
working with Furniture Brands and other companies in our industry.
We are highly confident that as a result of these actions, we will
protect our valuable franchise and emerge as an even stronger
company."

"We appreciate the continued support of our customers and
suppliers during this process.  We value our relationships with
them and look forward to continuing those relationships for many
years to come," said Mr. Scozzafava.  "We also appreciate the
dedication and loyalty of our talented employees, whose support
is, and always will be, critical to our success and to the future
of the Company."

Miller Buckfire and Company, LLC is acting as investment banker
for the Company; Alvarez and Marsal North America, LLC is acting
as restructuring advisor and Paul Hastings LLP is the Company's
legal counsel.

                       About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages 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.  Furniture Brands serves its customers
through some of the best known and most respected brands in the
furniture industry, including Thomasville, Broyhill, Lane, Drexel
Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets, $550.13 million in total liabilities and
a $3.40 million total shareholders' deficit.


FURNITURE BRANDS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Nineteen affiliated entities filing separate Chapter 11 petitions:

   Debtor                                 Case No.
   ------                                 --------
Furniture Brands International, Inc.      13-12329
  1 N. Brentwood Blvd.
  St. Louis, MO
Action Transport, Inc.                    13-12331
Broyhill Furniture Industries, Inc.       13-12332
Broyhill Home Furnishings, Inc.           13-12333
Broyhill Retail, Inc.                     13-12334
Broyhill Transport, Inc.                  13-12335
Furniture Brands Holdings, Inc.           13-12337
Furniture Brands Operations, Inc.         13-12338
Furniture Brands Resource Company, Inc.   13-12339
HDM Furniture Industries, Inc.            13-12340
HDM Retail, Inc.                          13-12341
HDM Transport, Inc.                       13-12342
Lane Furniture Industries, Inc.           13-12343
Lane Home Furnishings Retail, Inc..       13-12344
Laneventure, Inc.                         13-12345
Maitland-Smith Furniture
  Industries, Inc.                        13-12350
Thomasville Furniture Industries, Inc.    13-12351
Thomasville Home Furnishings, Inc.        13-12352
Thomasville Retail, Inc.
  (F/K/A Classic Design
  Furnishings, Inc.)                      13-12354

Description of
the Business:     Furniture Brands International Inc. is a
                  world leader in designing, manufacturing,
                  sourcing and retailing home furnishings.

Chapter 11 Petition Date: September 9, 2013

Court: United States Bankruptcy Court
       District of Delaware

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel:  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                   M. Blake Cleary, Esq.
                   Jaime Luton Chapman, Esq.
                   Andrew L. Magaziner, Esq.
                   Rodney Square
                   1000 North King Street
                   Wilmington, DE 19801
                   Telephone: (302) 571-6600
                   Facsimile: (302) 571-1253

                        - and -

                   PAUL HASTINGS LLP
                   Luc A. Despins, Esq.
                   Leslie A. Plaskon, Esq.
                   James T. Grogan, Esq.
                   Park Avenue Tower
                   75 East 55th Street, First Floor
                   New York, NY 10022
                   Telephone: (212) 318-6000
                   Facsimile: (212) 319-4090

Debtors'
Restructuring
Advisors:          Alvarez and Marsal North America LLC

Debtors'
Investment
Banker:            Miller Buckfire & Co., LLC

Debtors' Claims
& Noticing Agent:  Epiq Systems Inc.

Total Assets as of 06/29/13: $546,732,000

Total Debts as of 06/29/13: $550,132,000

The petitions were signed by Vance C. Johnston, the company's
chief financial officer.

Consolidated list of creditors holding the 30 largest unsecured
claims:

   Entity                      Nature of Claim  Amount of Claim
   ------                      ---------------  ---------------
Pension Benefit Guaranty       Pension             Unliquidated
Corporation
1200 K Street NW #340
Washington DC 20005
Fax: 202-326-4112
     202-326-4047

LF Products Pte Ltd               Trade Debt         $2,518,722
PO Box 151750
Alexandria, VA 22315-1750
Fax: 202-326-4112
     202-326-4047

Zhejiang Ausen Industry           Trade debt         $2,373,620
Co. Ltd.
10 Raeburn Park 03 08 Block A
Singapore, 88702 Singapore
E-mail: cherylwong@sin.lfcentennial.com

Shenzhen Polygrace                Trade debt         $1,656,766
(Leather Miracles)
No 6 Hengshan Road Haining
Zhejiang, China
Fax: 86-573-87385111

Yash Technologies Pvt ltd         Trade debt         $1,489,825
c/o Leather Miracles LLC
3350 20th Ave SE
Hickory, NC 28602
Fax: 828-464-7447

Fookyik Furniture                 Trade debt         $1,403,763
International Co. Ltd.
605 17th Ave
East Moline, IL 61244

Penske Truck Leasing              Trade debt         $1,208,170
Rua Alegria No 93-A-109
17 Andar
B Ed Fok Seng Kok Macau
China
Fax: 86 760 86503639              Trade debt         $1,208,170
     86 760 853217221

Stein Fibers                      Trade debt           $989,142
PO Box 532658
Atlanta, GA 30353-2658
Fax: 610-775-2449

Haining Kareno                    Trade debt           $962,135
Milberg Factors Inc.
99 Park Avenue
New York, NY 10016
Fax: 518 489 5713

Nippin Yusen Kabushi (NYK)        Trade debt           $954,572
Xinzhuang Village Xiashi Town
Haining City, 31440 CHINA
Fax: 86 573 872 18205

Watkins & Shepard                 Trade debt           $903,470
C/o NYK Services NA Inc
PO Box 3480
Cordova, TN 38088
Fax: 630 435 3240

Haining Nicelink Furniture        Trade debt           $887,708
PO Box 5328
Missoula, MT 59806-5328
Fax: 406 721 4116

Horizon Retail Construction       Trade debt           $873,424
N 6400 Hwy 10W
Missoula, MT 59808
Fax: 406 721 4116

Rocktenn CP LLC                   Trade debt           $827,268
North Huanzhen Rd Changan
Town Haining City
Zhejiang Province, China
Fax: 86 573 57428801

Der Cheng Furniture               Trade debt           $688,897
(Shenzhen) Co. Ltd.
1500 Horizon Dr
Sturtevant, WI 53177-2066
Fax: 262-638-6015

Georgia-Pacific Wood Products     Trade debt           $651,526
1120 E Clarendon Drive
Dallas, TX 75284-0865
Fax: 214-941-8048

Hickory Springs Mfg Co            Trade debt           $589,044
No 2, 139 Lane Feng Nien Road
Feng Yuan City
Taichung Hsien, Taiwan

Omexey Home Furnishing Corp       Trade debt           $588,876
Vietnam
133 Peachtree Street, NE
Atlanta, GA 30303
Fax: 404 749 2454

Culp                              Trade debt           $586,454
PO Box 9237
Hickory, NC 28603
Fax: 828-322-7168

Nihao Furniture Manufacturing     Trade debt           $582,892
O/B  Times Pacific Limited
Tan Hiep Village,
Tan Uyen District
Binh Duong Province, 72000
Vietnam

Dongguan Yihao Furniture          Trade debt           $566,296
Co. Ltd
1823 Eastchester Drive
High Point, NC 27265
Fax: 336-889-7246

Shayne International              Trade debt           $562,925
A-25 5399 Waiqingsong Road
Qingpu
Shanghai, 201707 China
Fax: 336-889-7246

Pilot Travel Centers LLC          Trade debt           $541,788
Cut and Sewn Fabric
PO Box 751007
Charlotte, NC 28275
Fax: 336-889-7246

NYK Logistics                     Trade debt           $539,330
PO Box 2686
High Point, NC 27261
Fax: 336-889-7246

Standard Register Co              Trade debt           $531,702
Processing Zone,
Beiqing Road, Shanghai 20707
China
Fax: 336-889-7246

MOL America Inc.                  Trade debt           $510,604
Baolian Industrial Zone
Gaobu
Town
Dongguan Guangdone,
52328 China
Fax: 86 755 33203719

Independent Furn Supply           Trade debt           $476,753
Datanglang District
Dalingshan Town
Dongguan City,
Guangdong Province, China

Superwood                         Trade debt           $470,595
Landmark Square 3rd Floor
64 Earth Close
PO Box 30592
Grand Cayman Islands K71-1203
Cayman Islands

Yang Ming Marine Transport        Trade debt           $463,760
5580 Lonas Drive
Knoxville, TN 37909
Fax: 865-450-2800

Green River Furniture Corp        Trade debt           $452,960
PO Box 10146
Knoxville, TN 37939-0146
Fax: 865-450-2800


GENERAL MOTORS: S&P Revises Outlook to Positive & Affirms 'BB' ICR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlooks on General
Motors Co. (GM) and General Motors Financial Co. Inc. (GM
Financial) to positive from stable and affirmed its issuer credit
ratings on the companies.  The corporate credit rating on GM is
'BB+' and the issuer credit rating on GM Financial is 'BB'.

"The outlook revision reflects the potential for an upgrade by the
end of 2014 if the performance of GM's overall automotive
operations continues to improve and its expansion of GM Financial
progresses smoothly," said credit analyst Dan Picciotto.  S&P will
monitor GM's ability to maintain market share and profitability in
North America (including automotive EBIT margins in the mid- to
high-single digits), sustain its strong position in China, and
demonstrate a pathway to profitability in Europe.  Other
considerations will include its ability to navigate evolving
market conditions in South America, continued progress on
consolidating its sales onto global vehicle platforms, and its
ability to avoid higher vehicle incentives.

The scope of GM's captive finance unit, GM Financial, is expanding
through the acquisition of certain of Ally Financial Inc.'s
international operations, some of which have yet to close (Brazil
and China).  S&P considers GM Financial a strategically important
subsidiary of GM, which boosts the long-term issuer credit rating
on GM Financial by two notches to 'BB', above the 'b+' stand-alone
credit profile.  To equalize the ratings between the two
companies, S&P would need to reassess the designation of GM
Financial to a core captive subsidiary.  Factors S&P assess
include, among others, the scale, diversity, and penetration rate
of GM Financial's operations relative to GM; the financial link
between the two entities; the finance unit's performance record;
and the level of support that GM may likely extend to its captive
unit.

"We are revising the company's financial risk profile assessment
to "intermediate" (from "significant") to reflect our expectation
that GM's credit measures will be commensurate with this
designation in the next year, including adjusted debt to EBITDA of
2x-3x.  We expect this improvement will be partly due to a
meaningful reduction in pension underfunding as a result of higher
discount rates.  Pension and postretirement underfunding comprise
the majority of our total adjusted debt calculation.  Furthermore,
we expect GM to be in a position to reduce its debt obligations
(such as the $6.9 billion series A preferred stock at the end of
2014) while maintaining what we consider "strong" liquidity," S&P
said.

The 'BB+' corporate credit rating on Detroit-based GM is based on
its status as a U.S. government-related entity (GRE) and,
therefore, reflects S&P's opinion of the automaker's 'bb+' stand-
alone credit profile because it believes the likelihood of
extraordinary government support is low, as defined under S&P's
GRE criteria.  S&P views GM as a GRE under our criteria because of
the U.S. Treasury's approximately 14% ownership (as of June 5,
2013), even though the majority of GM is now publicly held and the
government has indicated plans that it will exit its investment by
April 2014.  S&P will review this conclusion as GM's shareholder
ownership structure evolves; however, even now, S&P views the link
between GM and the U.S. Treasury as limited because it expects the
Treasury's ownership to decline over time.  Additionally, S&P also
views GM's importance to the government, under its GRE criteria,
as limited.

S&P describes GM's business risk profile as "fair."  The North
American segment comprises the substantial majority of GM's profit
(more than 85% of 2012 reported adjusted EBIT).  S&P's
expectations for the U.S. market include:

   -- The U.S. economy will continue its fragile recovery, with
      GDP growth of 1.7% in 2013 and 2.9% in 2014;

   -- The housing market will continue to rebound (to 1.23 million
      units in 2014, up about 30% year on year), which S&P
      believes will support demand in the profitable full-size
      pickup truck market; and

   -- S&P's base case assumes U.S. industry light-vehicle sales
      will improve to 15.6 million units in 2013 and 16.1 million
      units in 2014.

S&P believes the company will maintain a good competitive position
in the U.S. (including the no. 1 market share), which, along with
its improved cost base, supports prospects for generating free
cash flow and profits in its automotive manufacturing business.
S&P expects GM to remain meaningfully profitable in its
economist's downside case, which implies light-vehicle sales in
the U.S. of 14.9 million in 2013 and 14.1 million in 2014.  S&P
assumes automakers competing in the U.S. market will generally
continue a disciplined approach to production and inventory levels
relative to sales, largely avoiding excess inventories or sharply
higher incentives.

In S&P's view, GM is on track to capitalize on its improved cost
structure as a result of ongoing new product launches as it seeks
to refresh 90% of its vehicle portfolio in North America by 2016.
Because many of its new, higher-margin vehicle launches (pickup
trucks) will likely benefit from the uptick in the housing market,
the company may be able to boost its EBIT margins there.

GM reported lower losses in Europe in the first half of 2013 (year
over year), but that was partly due to a reduced depreciation and
amortization expense for the segment following a $5.5 billion
long-lived asset impairment charge taken in the fourth quarter of
2012.  In S&P's view, GM's greatest challenge remains improving
its profitability in Europe, given the difficulties in lowering
the cost structure, excess capacity, and the weak economy.
Nonetheless, S&P feels the company's restructuring efforts, which
include balancing capacity across regions, and its strategic
alliance with Peugeot (GM entered into this alliance in February
2012; it owns about 7% of Peugeot's equity) set the stage for
potentially better results down the road, as long as GM can also
maintain traction with consumers.

GM's leading position in China (it has more than 14% market share
through various joint ventures) is a key strength in S&P's "fair"
assessment of its business risk profile.  China is the world's
biggest light-vehicle market (S&P expects more than 20 million
units will be sold in 2013) and GM's joint ventures are profitable
there, with about 10% net income margin and about $1.5 billion of
equity earnings in joint ventures in 2012.  GM's South American
operations are marked with good market share in Brazil, the
region's largest market (GM's market share in Brazil is about 17%
and it is the no. 3 player in the region), but profitability is
low, in S&P's view, partly because of aggressive industry capacity
additions and competition in Brazil.

S&P believes underlying industry and business risks persist, most
notably:

   -- Exposure to persistent industry risks, including volatile
      demand, high operating leverage, and limited pricing power;

   -- The eventual return in North America to more typical levels
      of industry volatility in sales and production;

   -- GM's still-high dependence on light trucks, particularly
      full-size pickups, for profitability in North America,
      although new car introductions in recent years have fared
      well;

   -- GM Financial's expansion, which S&P believes carries some
      execution risks; and

   -- The execution risks linked to improving capacity utilization
      across Europe and sustaining a globally competitive product
      portfolio, through more global platforms, over the next
      several years.

S&P assess GM's management and governance as "fair," as defined by
its criteria.  S&P believes the company's overall strategy has
been somewhat less consistent than its peers, but this does not
limit its rating or the potential for an upgrade of the company.

The rating outlook is positive, reflecting an at least one-in-
three chance of an upgrade by the end of 2014.  S&P believes GM's
credit measures will improve toward levels appropriate for a
higher rating over the next year or so, including adjusted debt to
EBITDA of 2.5x and automotive free operating cash flow to adjusted
debt of about 15%. Standard & Poor's base-case expectations are
for low- to mid-single-digit revenue growth from GM's automotive
operations over the next few years and modest improvement in
operating margin.  S&P expects automotive free operating cash flow
to exceed $3 billion in 2013 and anticipate further improvement in
2014.

S&P's could raise the ratings one notch if, along with improved
credit measures, S&P reassess the business risk profile to
"satisfactory" from "fair."  Supportive factors to revise this
assessment favorably would include confidence that GM's operations
will be consistently profitable by sustaining mid- to high-single-
digit automotive EBIT margins in North America, that GM will
maintain a strong position in the Chinese market, and that it will
address losses in Europe over the next several years.  S&P will
also monitor for successful expansion of the company's finance
unit, GM Financial.  Other considerations will include GM's
ability to navigate evolving market conditions in South America,
continued progress on consolidating its sales onto global vehicle
platforms, and its ability to avoid higher vehicle incentives.

S&P could revise the outlook back to stable if adverse economic or
competitive developments (e.g., a prolonged sales decline,
overproduction, excess inventory, increased incentives, or
unfavorable shifts in customer demand) reduced the prospects for
profitability and positive free operating cash flow, or if GM were
to use a substantial amount of cash in its automotive operations
over multiple quarters.  Despite challenges in Europe, S&P
continues to view GM's prospects for 2013 and 2014 as manageably
above its articulated threshold for a possible downgrade at the
current rating level.


GIBRALTAR KENTUCKY: Court Refuses to Approve Disclosure Statement
-----------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, stated in
an order dated Sept. 5, 2013, that he will not enter an order
approving the disclosure statement explaining Gibraltar Kentucky
Development, LLC's Chapter 11 Plan until the motion to replace the
Debtor's contract with Hagerty Group, LLC, with a contract with
Capp Oil and Drilling, LLC, is disposed of.  Judge Kimball stated
that the outcome of the hearing on the Motion may have an effect
on the Plan and Disclosure Statement.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

Headquartered in Palm Beach Gardens, Florida, Gibraltar Kentucky
is a coal, gas and oil development and mining operation with
holdings and reserves in excess of $100 million.  The Company
owns approximately 500 acres in Lawrence County Kentucky that has
eighty plus old oil wells with production facilities.  The Company
also has oil and gas leases in several counties in Kentucky
together with mineral interests in coal reserves.

Judge Erik P. Kimball presides over the case.  The Debtor
disclosed $175,395,449 in assets and $1,193,516 in liabilities as
of the Chapter 11 filing.  The petition was signed by Bill Boyd,
as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.

David L. Merrill, Esq., and K. Drake Ozment, Esq., at Ozment
Merrill, in West Palm Beach, Fla.; and Tina M. Talarchyk, Esq., at
The Talarchyk Firm, in Palm Beach, Florida, serve as counsel to
the Debtor.


GRAND GATES: Case Summary & 7 Unsecured Creditors
-------------------------------------------------
Debtor: Grand Gates, Inc.
        11310 NE 49th St Ste 103
        Vancouver, WA 98682

Bankruptcy Case No.: 13-45710

Chapter 11 Petition Date: September 5, 2013

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

Judge: Brian D. Lynch

Debtor's Counsel: Timothy J. Dack, Esq.
                  1014 Franklin Street, Suite 102
                  P.O. Box 61645
                  Vancouver, WA 98666
                  Tel: (360) 694-4227
                  E-mail: bkfile@dackoffice.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $0 to $50,000

A copy of the Company's list of its seven unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/wawb13-45710.pdf

The petition was signed by Chuan Chen Hung, president.


GREEN INNOVATION: Incurs $869K Net Loss in Second Quarter
---------------------------------------------------------
Green Innovations Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of $869,464 on $437,940 of net revenue for
the three months ended June 30, 2013, compared to $0 net loss on
$nil revenue for the same period last year.

The Company reported a net loss of $2.07 million on $599,645 of
revenue for the six months ended June 30, 2013, compared to $0 net
loss on $nil revenue for the corresponding period in 2012.

The Company's balance sheet at June 30, 2013, showed $3.05 million
in total assets, $1.40 million in total liabilities, and
stockholders' equity of $1.65 million.

"The Company sustained net losses of $2,066,361 and used cash in
operating activities of $1,039,242 for the six months ended
June 30, 2013.  The Company had working capital, stockholders'
equity and accumulated deficit of $1,001,484, $1,654,205 and
$3,255,846, respectively, at June 30, 2013.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern for a reasonable period of time."

A copy of the Form 10-Q is available at http://is.gd/HL6xYU

Cape Coral, Fla.-based Green Innovations Ltd. (OTC QB: GNIN) (OTC
BB: GNIN) was formed to develop an Internet social website that
catered to wine lovers.  In August 2012, with the acquisition of
Green Hygienics, Inc., the Company changed its operations to the
business of importing and distributing bamboo-based hygienic
products.  The prior operations of the Company have been abandoned
effective with the acquisition of Green Hygienics.


GROVES IN LINCOLN: Second Amended Plan Effective
------------------------------------------------
The effective date of the confirmed Second Amended Chapter 11 Plan
of The Groves in Lincoln, Inc., and The Apartments at the Groves,
Inc., occurred on Aug. 21, 2013.  The Plan was confirmed by the
U.S. Bankruptcy Court for the District of Massachusetts, Eastern
Division, on the same date.

On the Effective Date, Keith D. Lowey assumed control of the
Debtors in his capacity as Plan Trustee.  Mr. Lowey's contact
information is:

         Keith D. Lowey
         Verdolino & Lowey, P.C.
         Pine Brook Office Park
         124 Washington Street
         Foxborough, Massachusetts 02035
         Tel: (508) 543-1720

The Debtors' attorneys are Daniel C. Cohn, Esq., and Ryan M.
MacDonald, Esq., at Murtha Cullina LLP, in Boston, Massachusetts.

                     About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.

The Official Committee of Unsecured Creditors is represented by
George W. Tetler, III, Esq.


HONG INVESTMENTS: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Hong Investments, LLC
        4790 Peachtree Ind. Blvd Ste 201
        Berkeley Lake, GA 30071

Bankruptcy Case No.: 13-69440

Chapter 11 Petition Date: September 3, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ganb13-69440.pdf

The petition was signed by Seong-Hoon Hong, manager.


HORIZON PHARMA: Incurs $18.4-Mil. Net Loss in Second Quarter
------------------------------------------------------------
Horizon Pharma, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $18.44 million on $12.25 million of net
sales for the three months ended June 30, 2013, compared with a
net loss of $22.78 million on $3.84 million of net sales for the
same period last year.

The Company reported a net loss of $40.61 million on
$21.43 million of net sales for the six months ended June 30,
2013, compared with a net loss of $46.51 million on $6.36 million
of net sales for the corresponding period in 2012.

The Company's balance sheet at June 30, 2013, showed
$158.51 million in total assets, $88.20 million in total
liabilities, and stockholders' equity of $70.31 million.

A copy of the Form 10-Q is available at http://is.gd/UaZvAO

"The Company has incurred net operating losses and negative cash
flows from operations since its inception.  In order to continue
its operations, the Company must generate sufficient revenue to
meet the trailing twelve month net revenue covenants of its
$60,000,000 senior secured loan facility with a group of
institutional lenders and achieve profitable operations or it may
be required to obtain additional debt or equity financing.  There
can be no assurance, however, that such financing will be
available or on terms acceptable to the Company.

"While the Company did meet the trailing twelve month net revenue
covenants of its Senior Secured Loan as of the quarter ended
June 30, 2013, should the Company not meet these quarterly minimum
trailing twelve month net revenue covenants in the future, in
addition to an increase in the interest rate payable under the
loan facility, the lenders would have the right to demand
repayment of the obligations under the loan.  The Company also
cannot predict whether the lenders would demand repayment of the
outstanding balance of the loan if the Company was unable to meet
the minimum quarterly trailing twelve month net revenue covenants.
The inability to meet the covenants under the loan facility could
have an adverse impact on the Company's financial position and
results of operations.

"These uncertainties and lack of commercial operating history
raise substantial doubt about the Company's ability to continue as
a going concern."

A copy of the Form 10-Q is available at http://is.gd/UaZvAO

Deerfield, Ill.-based Horizon Pharma, Inc. (NASDAQ: HZNP) is a
specialty pharmaceutical company that has developed and is
commercializing DUEXIS and RAYOS/LODOTRA, both of which target
unmet therapeutic needs in arthritis, pain and inflammatory
diseases.


HUNTER FAN: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Memphis, Tenn.-based Hunter Fan Co. to 'B' from 'B-'.
The ratings outlook is stable.

At the same time, S&P affirmed its issue-level ratings on the
company's $133 million first-lien credit facility due 2017 at
'B+', and revised the recovery rating on it to '2' from '1',
following the recent upsizing of the revolving credit facility.
The '2' recovery rating indicates S&P's expectation of substantial
(70% to 90%) recovery for debtholders in the event of payment
default.

Also, S&P raised its issue-level rating on the company's
$55 million second-lien term loan to 'CCC+' from 'CCC'.  The
recovery rating on the second-lien term loan is unchanged at '6',
which indicates S&P's expectation of negligible (0 to 10%)
recovery for debtholders in the event of payment default.

"The upgrade reflects Hunter Fan's sustained operating performance
and credit measures, and liquidity that we expect will remain
adequate during the next year," said Standard & Poor's credit
analyst Stephanie Harter.  "For the 12 months ended April 30,
2013, sales increased about 10%, reflecting growth at several key
customers in the core ceiling fan product lines.  We estimate that
adjusted EBITDA margin remained flat as increased volume and cost
improvements offset unfavorable sales mix of lower margin
products."

The ratings on Hunter Fan reflects S&P's view that it has a
"highly leveraged" financial risk profile and a "vulnerable"
business risk profile.

The financial risk assessment incorporates S&P's view that the
company's financial policies are aggressive because of its
financial sponsor ownership, and its view that credit ratios will
remain within the indicative ratio ranges for a highly leveraged
financial profile.

Key credit factors in S&P's business risk assessment include its
view that the company has a very narrow business focus,
significant customer concentration, and demand that is susceptible
to the economy and home remodeling trends.  S&P believes the
company's sales are highly concentrated in the U.S., with the
Hunter and Casablanca branded ceiling fans representing the
majority of its sales.  S&P views customer concentration as a risk
because the company's top three customers contributed about two-
thirds of its fiscal 2012 net sales.  The company is also a small
player in the highly fragmented U.S. home environment products
industry, which it expects to exit in the near term due to
continued underperformance.  However, S&P estimates that Hunter
has a significant share of the domestic ceiling fan market thanks
to its longstanding relationships with customers and the well-
known brand names.

The outlook is stable, reflecting S&P's expectation that Hunter
Fan will maintain adequate liquidity, including covenant cushion
of at least 15%, and sustain its improved operating performance
and adjusted EBITDA margins.  As a result, S&P expects the company
to sustain leverage near 5x over the next 12 months if the company
meets our forecast above.


INDUCHEM S E: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: Induchem S E
        P.O. Box 364153
        San Juan, PR 00936

Bankruptcy Case No.: 13-07337

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES, LLC
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Scheduled Assets: $2,600,000

Scheduled Liabilities: $2,010,442

A copy The Company's list of its six largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-07337.pdf

The petition was signed by Domingo Pagan Ithier, administrator.


INTERFAITH MEDICAL: Interns & Residents Object to DIP Motion
------------------------------------------------------------
The Committee of Interns and Residents/Service Employees
International Union objects to Interfaith Medical Center, Inc.'s
request to obtain postpetition financing, complaining that the DIP
Motion effectively seeks not only the approval of debtor in
possession financing by the Dormitory Authority of the State of
New York, the use of DASNY's cash collateral and related relief,
but also the transfer or sale of essentially all of the Debtor's
real estate holdings, real and personal leases and executory
contracts to either DASNY or DASNY's designee.

Given this clearly contemplated transfer of assets out of the
ordinary course of the Debtor's business, the CIR asserts that the
U.S. Bankruptcy Court for the Eastern District of New York should
review that portion of the Motion seeking approval of the
transfers under Section 363(b) of the Bankruptcy Code, pursuant to
the standards set forth in In re Lionel Corp., 722 F. 2d 1063 (2d
Cir. 1983).

Michael D. Brofman, Esq. -- MBrofman@WeissZarett.com -- at WEISS,
ZARETT, BROFMAN & SONNENKLAR, P.C., in New Hyde Park, New York,
represents the CIR.

                 About Interfaith Medical Center

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

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

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

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

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


IPC INTERNATIONAL: U.S. Trustee Appoints 3-Member Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed a 3-member Official Committee of Unsecured Creditors in
IPC International Corp., et al.'s Chapter 11 cases.

The committee members are:

  1. Weinberg, Wheeler, Hudgins, Gunn & Dial, LLC
     Attn: David A. Dial
     3344 Peachtree Road, NE, Suite 2400
     Atlanta, GA 30326
     Tel: (404) 876-2700

  2. Mary Carmona-Rousse
     Attn: Rana Ziaee
     Ziaee Law
     620 Newport Center Drive, Suite 1100
     Newport Beach, CA 92660
     Tel: (949) 544-1260

  3. Drew Eckl & Farnham, LLP
     Attn: G. Randall Moody
     P.O. Box 7600
     Atlanta, GA 30357
     Tel: (404) 885-1400

                      About IPC International

IPC International Corp., a provider of security services for
350 shopping malls, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after
signing a contract for Universal Protection Services LLC to buy
the business for $21.3 million plus assumption of specified
liabilities.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel.  Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel.  Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker.  KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.

The petition shows assets and liabilities both exceeding
$10 million.  Liabilities include $6.9 million on a revolving
credit and $10.4 million on term loans owing to PrivateBank &
Trust Co., as agent.

Bankruptcy was the result of losses on a U.K. affiliate that was
sold, as well as competition and the cost of liability insurance.

IPC, based in Bannockburn, Illinois, is asking the bankruptcy
judge to approve auction procedures under which competing bids
would be due on Sept. 16, followed by an auction on Sept. 18 and a
hearing on Sept. 25 to approve sale.  Even without a higher bid at
auction, the price will be sufficient to pay secured creditors in
full along with expenses of the bankruptcy.  Unsecured creditors
should receive some recovery from the sale.

The bankruptcy is being financed with a $12 million loan from
existing lender PrivateBank & Trust Co. as agent.  There will be a
final hearing Sept. 9 for approval of the entire loan package.
The loan requires quick sale.


IPC INTERNATIONAL: Has Final OK for $12-Mil. of DIP Financing
-------------------------------------------------------------
The U.S. bankruptcy Court for the District of Delaware entered on
Sept. 4, 2013, a final order authorizing IPC International
Corporation, et al., to obtain secured post-petition financing of
up to $12 million from Prepetition Secured Lender The PrivateBank
and Trust Company.

In addition to the priming liens and security interests granted to
the DIP Lender, all DIP Obligations will constitute allowed
superpriority administrative expense claims, subject and
subordinate to the Carve-Out.

On the earliest of: (a) Jan. 31, 2014; (b) the occurrence of the
effective date under any plan of reorganization or liquidation for
the Debtors; (c) the occurrence of an event of default and the
acceleration by the DIP Lender of the DIP Obligations; and (d) the
closing of a sale or any other disposition by the Debtors of all
or substantially all of the Debtors' assets, the Debtors will be
required to repay the DIP Lender in full and in cash all
outstanding DIP obligations.

The Debtor is also authorized to use Cash collateral in accordance
with the Budget, which authority will terminate on Jan. 31, 2014.

As reported in the TCR on Aug. 27, 2013, Judge Mary F. Walrath of
the U.S. Bankruptcy Court for the District of Delaware gave the
green light to IPC International Corporation and The Security
Network Holdings Corporation to access $8 million of the
$12 million senior secured postpetition loan agreement with the
PrivateBank and Trust Company.

On the earliest of: (a) Jan. 31, 2014; (b) the occurrence of the
effective date under any plan of reorganization or liquidation;
(c) the occurrence of an event of default; and (d) the closing of
a sale or any other disposition by the Debtors of their assets,
the Debtors will be required to repay the DIP Lender in full and
in cash all outstanding DIP obligations.

A copy of the Post Petition Loan and Security Agreement Dated as
of Aug. 13, 2013, between The PrivateBank and Trust Company and
The Security Network Holdings Corp. and IPC International
Corporation is available at:

       http://bankrupt.com/misc/ipcinternational.doc148.pdf

                      About IPC International

IPC International Corp., a provider of security services for
350 shopping malls, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after
signing a contract for Universal Protection Services LLC to buy
the business for $21.3 million plus assumption of specified
liabilities.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel.  Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel.  Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker.  KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.

The petition shows assets and liabilities both exceeding
$10 million.  Liabilities include $6.9 million on a revolving
credit and $10.4 million on term loans owing to PrivateBank &
Trust Co., as agent.

Bankruptcy was the result of losses on a U.K. affiliate that was
sold, as well as competition and the cost of liability insurance.

IPC, based in Bannockburn, Illinois, is asking the bankruptcy
judge to approve auction procedures under which competing bids
would be due on Sept. 16, followed by an auction on Sept. 18 and a
hearing on Sept. 25 to approve sale.  Even without a higher bid at
auction, the price will be sufficient to pay secured creditors in
full along with expenses of the bankruptcy.  Unsecured creditors
should receive some recovery from the sale.

The bankruptcy is being financed with a $12 million loan from
existing lender PrivateBank & Trust Co. as agent.  There will be a
final hearing Sept. 9 for approval of the entire loan package.
The loan requires quick sale.


IPC INTERNATIONAL: Can Implement KEIP for Six Employees
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the motion of IPC International Corporation, et al., for
authorization to implement a Key Employee Incentive Program for
certain key employees of the Debtors whose best efforts are
critical to the success of the sale process.

Any incentive awards earned pursuant to the KEIP will be entitled
to administrative expense priority pursuant to sections 503(b)(1)
and 503(c)(3) of the Bankruptcy Code.

The KEIP provides two different types of awards.  First, with
respect to the one insider KEIP Participant, Scott M. Strong, the
Debtors' CFO, the KEIP provides an incentive bonus to Strong only
upon consummation of a successful sale of all (or substantially
all) of the Debtors' assets to either Universal Protection
Services, LLC, or a bidder with a higher or otherwise better bid.
Second, with respect to the five non-insider KEIP Participants,
the KEIP provides monthly incentive awards designed to incentivize
the retention of key non-insider employees whose efforts will be
integral to the successful sale of the Debtors' business.

As reported in the TCR on Aug. 29, 2013, the U.S. Trustee's Office
questioned an employee bonus plan for bankrupt mall security firm
IPC International Corp., arguing that all the work was already
done when the Company filed for Chapter 11 protection with a deal
for a $21 million stalking horse sale in hand.

The plan covers six employees, but U.S. Trustee Roberta A.
DeAngelis took particular issue with a $145,000 bonus slated for
Chief Financial Officer Scott Strong when a proposed sale to rival
Universal Protection Service LLC, or any higher bidder is
consummated.

                      About IPC International

IPC International Corp., a provider of security services for
350 shopping malls, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after
signing a contract for Universal Protection Services LLC to buy
the business for $21.3 million plus assumption of specified
liabilities.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel.  Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel.  Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker.  KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.

The petition shows assets and liabilities both exceeding
$10 million.  Liabilities include $6.9 million on a revolving
credit and $10.4 million on term loans owing to PrivateBank &
Trust Co., as agent.

Bankruptcy was the result of losses on a U.K. affiliate that was
sold, as well as competition and the cost of liability insurance.

IPC, based in Bannockburn, Illinois, is asking the bankruptcy
judge to approve auction procedures under which competing bids
would be due on Sept. 16, followed by an auction on Sept. 18 and a
hearing on Sept. 25 to approve sale.  Even without a higher bid at
auction, the price will be sufficient to pay secured creditors in
full along with expenses of the bankruptcy.  Unsecured creditors
should receive some recovery from the sale.

The bankruptcy is being financed with a $12 million loan from
existing lender PrivateBank & Trust Co. as agent.  There will be a
final hearing Sept. 9 for approval of the entire loan package.
The loan requires quick sale.


IS WORLD DISTRIBUTORS: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------------
Debtor: IS World Distributors PR Inc.
        P.O. Box 364149
        San Juan, PR 00936

Bankruptcy Case No.: 13-07364

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
                  LUIS D FLORES GONZALEZ LAW OFFICE
                  80 Calle Georgetti Suite 202
                  San Juan, PR 00925-3624
                  Tel: (787) 758-3606
                  Fax: (787) 753-5317
                  E-mail: ldfglaw@coqui.net

Scheduled Assets: $224,100

Scheduled Liabilities: $2,361,823

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/prb13-7364.pdf

The petition was signed by Efrain D. Segui Ramirez, president.


JACK WORKS: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Jack Works LLC
        29604 West Oakland Road
        Bay Village, OH 44140-1844

Bankruptcy Case No.: 13-16287

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Susan M. Gray, Esq.
                  SUSAN M. GRAY ATTYS & COUNSELORS AT LAW
                  22255 Center Ridge Road, #210
                  Rocky River, OH 44116
                  Tel: (440) 331-3949
                  Fax: (440) 331-8160
                  E-mail: ecf@smgraylaw.com

Scheduled Assets: $943,109

Scheduled Liabilities: $2,464,698

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb13-16287.pdf

The petition was signed by Mitchell W. Kelly, managing member.


LANDAUER HEALTHCARE: Creditors Say Planned Sale Moving Too Fast
---------------------------------------------------------------
Law360 reported that unsecured creditors of Landauer-Metropolitan
Inc. urged a Delaware bankruptcy judge on Sept. 6 to put the
brakes on the medical equipment supplier's planned $22 million
stalking horse sale, saying the proposed bidding procedures set an
overly hasty schedule.

The report related that Landauer Metro's plans to complete a
Section 363 sale process by the end of the month, combined with
other restrictive provisions, would deter competing bidders from
emerging, according to an objection filed by the official
committee of unsecured creditors.

               About Landauer Healthcare Holdings

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

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

Landauer estimated assets and debt of at least $50 million.

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


LAVEY CRAFT: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: Lavey Craft Performance Boats, Inc.
        210 Benjamin Drive
        Corona, CA 92879

Bankruptcy Case No.: 13-24999

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Wayne E. Johnson

Debtor's Counsel: Richard H. Golubow, Esq.
                  WINTHROP COUCHOT
                  660 Newport Center Drive, Ste 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111
                  E-mail: rgolubow@winthropcouchot.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-24999.pdf

The petition was signed by Jeffrey A. Camire, Sr., chief executive
officer.


LEE'S FORD: Disclosure Statement Hearing Scheduled for Sept. 25
---------------------------------------------------------------
The hearing to approve the disclosure statement for Lee's Ford
Dock, Inc.'s Chapter 11 Plan dated Aug. 22, 2013, will be held on
Sept. 25, 2013, at 9:30 a.m.

As reported in the TCR on Aug. 27, 2013, Lee's Ford Dock, Inc., et
al., have a bankruptcy exit plan that contemplates the continued
business operations of the Debtors and the payment of all allowed
claims to the extent possible over a period of time from future
income and revenue.

All claims other than secured Claims will be paid to the greatest
extent possible within five years, according to the disclosure
statement for the Debtors' proposed Chapter 11 Joint Plan of
Reorganization, dated Aug. 22, 2013.

"As the greatest contributing factor to the Debtors' financial
distress is the lowering of Lake Cumberland, the Debtors have
structured the Plan and their obligations thereunder around the
anticipated return of the Lake to normal levels in summer 2014,"
the Debtors said.

The Plan provides that the allowed secured claims of Branch
Banking & Trust Company in Class 1 will be repaid through regular
monthly principal and interest payments, amortized over 30 years
at an interest rate of 4.25%, with the entire claim to be repaid
in full on or before Aug. 31, 2025, which is the end of the
current term of the Corps Lease, with no prepayment penalties.

Payments on the Class 1 Claims will begin on the 10th day of the
month following the Effective Date and will continue to become due
on the 10th day of the month thereafter until the Class 1 Claims
are paid in full on or before Aug. 31, 2025.  The Plan provides
that the Class 1 Claims will be paid monthly payments of "interest
only" beginning in the month following the Effective Date and
continuing through November 2015.  Thereafter, the Plan states
that beginning in December 2015, BB&T will be paid combined
monthly payments of principal and interest until the Class 1
claims are paid in full.

The Plan provides that the allowed secured claims of the U.S.
Small Business Administration in Class 2 will be repaid through
regular monthly principal and interest payments, amortized over 30
years at an interest rate of 4.00%, with the entire then-
outstanding balance of the Class 2 Claims to become due on
Sept. 24, 2037, with no prepayment penalties.

Payments on the Class 2 Claims will begin on the 24th day of the
month following the Effective Date and will continue to become due
on the 24th day of the month thereafter until the Class 2 Claims
are paid in full.  The Plan provides that the SBA will receive
$1,000 per year on account of the Class 2 Claims for the first 2
years following the Effective Date, with the first payment to be
made on the 20th day of the month following the Effective Date and
the subsequent payments to come due on the same date in the
following year.

Following the initial $1,000 per year period, beginning in
December 2015, the Plan states that the SBA shall receive combined
monthly payments of principal and interest in the amount of
$20,833 until the Class 2 Claims are paid in full, with a final
payment of all then-outstanding principal and interest coming due
on Sept. 24, 2037.

Each holder of allowed unsecured claims in Class 6, except as
otherwise set forth in the Disclosure Statement, will receive
distributions equal to the full Allowed amount of its Claim within
12 months following the Effective Date.

Holders of equity interests in the Debtors under Class 8 will
remain otherwise unimpaired by confirmation of the Debtors' Plan.
There will be no dividends, distributions, or any other payments
to or on account of the interests until all allowed claims have
been paid in full.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/lee'sford.doc271.pdf

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel.  The Debtor disclosed $21,225,899 in assets
and $13,339,745 in liabilities as of the Chapter 11 filing.  The
petition was signed by James D. Hamilton, president.  Mr. Hamilton
has been designated as the individual responsible for performing
the duties of the Debtors.

Smith, Currie & Hancock LLP serves as special counsel to advise
and assist the Debtor in connection with its pursuit of claims
against the U.S. Army Corps of Engineers.  Venters Law Office
serves as special counsel to advise and assist the Debtor in
connection with the prosecution and defense of general litigation
matters, including the collection of unpaid boat slip rental fees,
and any other specific matters in connection therewith.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


LEHMAN BROTHERS: Sues DR HC Tschira to Recover EUR100-Mil.
----------------------------------------------------------
Lehman Brothers Holdings Inc. filed an adversary complaint
against DR HC Tschira Beteiligungs GMBH & CO KG, and Klaus
Tschira Stiftung GGMBH, controlled by founder of software
developer SAP AG.

Lehman Brothers sued to recover EUR100 million or US$133.6
million transferred the day before its bankruptcy in 2008 to the
two companies.

Prior to the Petition Date, Lehman Brothers Finance SA -
Netherlands Antilles branch was party to certain variable forward
transactions with the two companies.  The two companies were also
parties to "tri-party" Master Custody Deeds with Lehman Brothers
International (Europe) as custodian, and LBF.  On Sept. 11, 2008,
and Sept. 12, 2008, days prior to the Petition Date, LBF was "in
the money" on the overall mark-to-market value of the
transactions.

According to Lehman's counsel, Jayant W. Tambe, Esq. --
jtambe@jonesday.com -- at Jones Day, in New York, on Sept. 12,
2008, the two companies and LBF entered into amendments to their
agreements to require LBF to post EUR100 million of collateral as
"Independent Amounts" to Defendants.  The money was intended to
be returned the following week but it wasn't, Mr. Tambe says.

The prepetition transfers, Mr. Tambe asserts, are voidable
transfers and they constitute actual and constructively
fraudulent transfers or, alternatively, preferential payments
under the Bankruptcy Code and applicable non-bankruptcy law.
Lehman, in its complaint, also seeks to recover interest from the
two companies from the date of the Voidable Transfers, as well as
fees and costs.  Lehman further asserts common law claims of
unjust enrichment, constructive trust and fraud against the two
companies, to recover the Voidable Transfers and other damages as
the Court may deem just and proper.

The lawsuit is Lehman Brothers Holdings Inc. v. Dr HC
Tschira Beteiligungs GmbH & Co. KG (In re Lehman Brothers
Holdings Inc.), 13-bk-01431, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

Lehman is also represented by Locke R. McMurray, Esq. --
lmcmurray@jonesday.com -- and Benjamin Rosenblum, Esq. --
brosenblum@jonesday.com -- at JONES DAY, in New York.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: LBI Trustee Presents Customer Distribution Scheme
------------------------------------------------------------------
James W. Giddens, trustee overseeing the liquidation of Lehman
Brothers Holdings Inc.'s brokerage, asks Judge James Peck of the
U.S. Bankruptcy Court for the Southern District of New York to
approve a procedure, which requires customers with unpaid claims
to furnish documents necessary to facilitate the distribution of
their property.

Under the proposed process, any customer that fails to return the
documents, which include delivery instructions, release or tax
forms, by Nov. 18 will be deemed to have waived its claim and
that claim will be expunged.

Any other customer that is sent a notice by the trustee informing
such customer that it has 60 days to provide the documents will
be deemed to have waived its claim and such claim will be
expunged if the customer fails to comply with the 60-day
deadline.

The trustee is in the process of distributing the balance of
customer property to customers with approved claims that have not
yet been paid in full, including those owed post-filing income on
securities that were previously distributed.

Shortly after his appointment, the trustee returned about $92
billion in customer property to some 110,000 customers.
Following these transfers, the trustee was able to fully pay the
claims of nearly half of the remaining former customers through
advances from the Securities Investor Protection Corp.,
protecting 466 customers and returning an additional $15.3
million in customer property, court papers show.

As of June 14, 2013, about $14 billion in customer property
(valued as of March 29, 2013) remained to be distributed to
former customers and certain Lehman affiliates.  The trustee has
already distributed about $13 billion of this property, including
$1.2 billion of approximately $1.6 billion that was owed to the
final 541 non-affiliate former Lehman Brothers Inc. customers.

While many customers with undisputed claims have already complied
with the trustee's request for the documents, 132 customers, owed
about $17.6 million, have not.  Many of these customers have
claims valued below $1,000, according to court papers.

Judge James Peck will hold a hearing on Sept. 18 to consider
approval of the proposed procedure.  Objections are due by
Sept. 11.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: LBI Trustee Proposes Claims Hearing Procedures
---------------------------------------------------------------
The trustee liquidating Lehman Brothers Inc. asked the U.S.
Bankruptcy Court in Manhattan for green light to implement
procedures that would facilitate the resolution of general
creditor claims.

James Giddens, the trustee appointed to liquidate the brokerage,
proposes to implement a claims hearing procedure and an
alternative dispute resolution procedure, which, he says, is part
of his "comprehensive plan to quicken resolution of the general
estate and move toward a distribution for LBI's general
creditors."

The proposed procedures are detailed in a court filing, which can
be accessed for free at http://is.gd/swO9yU

As of August 28, 2013, about 12,500 claims have been filed in
LBI's liquidation case as general creditor claims, or customer
claims that have been reclassified and converted to general
creditor claims.  The trustee has resolved approximately 5,000
claims as of mid-July 2013.

A court hearing is scheduled for Sept. 18.  Objections are due by
Sept. 11.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: LBI Trustee Wants Oct. 31 Admin. Claims Bar Date
-----------------------------------------------------------------
The trustee of Lehman Brothers Inc. filed a motion in which he
proposed an Oct. 31, 2013 deadline for filing administrative
expense claims against the brokerage.

In the court filing, James Giddens, the trustee appointed to
liquidate the brokerage, requested the U.S. Bankruptcy Court in
Manhattan to set Oct. 31 as the deadline for filing
administrative expense claims arising after the commencement of
the brokerage's liquidation case on Sept. 19, 2008 through
Aug. 31, 2013.

Mr. Giddens said he believes "only a narrow group of vendors,
service providers, professionals and the like have incurred
administrative expenses."

The trustee also asked the bankruptcy court to approve a process
for filing proofs of claim for administrative expenses.  A copy
of the proposed order detailing the procedures can be accessed
for free at http://is.gd/HPyKkp

A court hearing is scheduled for Sept. 18.  Objections are due by
Sept. 11.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Pushes For Hedge Fund's Docs On $600MM Claim
-------------------------------------------------------------
Law360 reported that Lehman Brothers Holdings Inc. urged a New
York bankruptcy judge to force a hedge fund that it says bought a
$300 million claim from Giants Stadium LLC to cough up documents
showing how the claim was later raised to $600 million.

According to the report, Baupost Group LLC asked the court to
quash the subpoena Lehman issued for the documents, but Lehman
contends that the fund has provided no adequate reason for
refusing to comply.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


MAA-SHARDA INC: Case Summary & 14 Unsecured Creditors
-----------------------------------------------------
Debtor: MAA-Sharda, Inc.
          dba Best Western Victor Inn & Suites
        6955 Alydar Circle
        Victor, NY 14564

Bankruptcy Case No.: 13-21351

Chapter 11 Petition Date: September 3, 2013

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

Judge: Paul R. Warren

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

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 14 unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nywb13-21351.pdf

The petition was signed by Hinaben P. Patel, executor of the
Estate of Vajyaben Patel, sole shareholder of MAA-Sharda, Inc.


MEDINA PLAZA: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: Medina Plaza, LLC
        7514 Pacific Boulevard
        Huntington Park, CA 90255

Bankruptcy Case No.: 13-32245

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtors' Counsel: Anthony Egbase, Esq.
                  LAW OFFICES OF ANTHONY O. EGBASE & ASSOC.
                  350 S. Figueroa Street, Suite 189
                  Los Angeles, CA 90071
                  Tel: (213) 620-7070
                  Fax: (213) 620-1200
                  E-mail: info@anthonyegbaselaw.com

Scheduled Assets: $1,451,000

Scheduled Liabilities: $5,140,732

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Pacific & Flower, LLC              13-32246
  Assets: $550,000
  Debts: $3,150,100

The petitions were signed by Javier Medina Martinez, president.

A. A copy of Medina Plaza's list of its six unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-32245.pdf

B. A copy of Pacific & Flower's list of its three unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-32246.pdf

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Beatriz Martinez                      13-54716            09/03/13
Javier Medina Martinez                13-52917            05/30/13


MERCANTILE BANCORP: Committee Hirings of Advisors Approved
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Mercantile Bancorp's official committee of trust preferred
securities holders' motions to retain Kirkland & Ellis as attorney
and Klehr Harrison Harvey Branzburg as co-counsel.

Kirkland & Ellis will be compensated at the following hourly
rates: partner at $655 to 1,150, of counsel at 450 to 1,150,
associate at 430 to 790 and paraprofessional at 150 to 335 and
Klehr Harrison Harvey Branzburg will receive the following hourly
rates: partner at $400 to 660, of counsel at 350 to 500, associate
at 250 to 400 and paraprofessional at 125 to 185.

                      About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


METROPOLITAN NATIONAL: Simmons First Submits Bid for Assets
-----------------------------------------------------------
Simmons First National Corporation on Sept. 9 disclosed that it
participated in the auction to acquire Metropolitan National Bank
and was designated as the Successful Bidder subject to the
approval of the U. S. Bankruptcy Court at a hearing scheduled on
September 12, 2013 in the bankruptcy proceeding of its parent bank
holding company, Rogers Bancshares, Inc.

MNB, a national bank with $991 million in assets with its main
office in Little Rock and branches in 14 other communities in the
State of Arkansas, has a rich history of providing exemplary
customer service to the communities in which it is located.
Simmons will combine the operations of MNB with Simmons First
National Bank and expects to continue to provide the highest
quality customer service throughout the combined service area.

A more detailed information release will be made on Thursday,
September 12, 2013 after the ruling of the U.S. Bankruptcy Court
to be followed by an analyst conference call at 4:00 p.m. Central
Time on Thursday.

Simmons First National Corporation is a $3.6 billion Arkansas
based financial holding company with eight community banks in Pine
Bluff, Lake Village, Jonesboro, Rogers, Searcy, Russellville, El
Dorado and Hot Springs, Arkansas.  The Company's eight banks
conduct financial operations from 91 offices, of which 87 are
financial centers, in 54 communities, in Arkansas, Kansas and
Missouri.  The Company's common stock trades on the NASDAQ Global
Select Market under the symbol "SFNC".

Arkansas owned and operated, Metropolitan National Bank --
http://www.metbank.com-- offers an extensive line of consumer and
commercial products, while maintaining the quality personal
service it's known for across the area.  Metropolitan serves its
customers from 48 branches and 56 ATMs throughout Little Rock,
North Little Rock, Benton, Bentonville, Bryant, Cabot, Conway,
Fayetteville, Jacksonville, Johnson, Maumelle, Rogers, Sheridan,
Sherwood and Springdale.

As reported by the Troubled Company Reporter on July 10, 2013,
BankruptcyLaw360 disclosed that the holding company for Arkansas-
based Metropolitan National Bank entered Chapter 11 bankruptcy
following years of mortgage-related losses and announced a $16
million recapitalization offer from a Texas-based private equity
firm.  According to the report, Rogers Bancshares Inc. filed its
petition in the U.S. Bankruptcy Court for the Eastern District of
Arkansas, blaming the 2008 economic and housing crisis for its
lingering financial problems, which include more than $100 million
in nonperforming mortgage loans. The company has about $92.5
million in debt.


MF GLOBAL: Workers Look to Revive WARN Class Action
---------------------------------------------------
Law360 reported that workers who said they were terminated without
proper warning after MF Global Holdings Ltd. went bankrupt in 2011
said Sept. 6 they are challenging a New York bankruptcy judge's
dismissal of their Worker Adjustment and Retraining Notification
Act class action.

According to the report, the former employees filed a notice of
appeal in bankruptcy court taking aim at U.S. Bankruptcy Judge
Martin Glenn's Aug. 23 ruling that threw out their second amended
complaint with prejudice, and faulted the plaintiffs for relying
on the "single employer" doctrine.

The Warn suit is Thielmann v. MF Global Holdings Ltd. (In re MF
Global Holdings Ltd.), 11-02880, U.S. Bankruptcy Court, Southern
District New York (Manhattan).

                          About MF Global

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

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

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

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

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

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

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

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

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

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

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.


MI PUEBLO: Files Schedules of Assets and Liabilities
----------------------------------------------------
Mi Pueblo San Jose, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            61,577,296
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $29,210,603
  E. Creditors Holding
     Unsecured Priority
     Claims                                         4,800,362
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        34,550,669
                                 -----------      -----------
        TOTAL                    $61,577,296      $68,561,634

A full-text copy of the schedules is available for free at:

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

                  About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.

Heinz Binder, Esq. -- Heinz@bindermalter.com -- 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.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.


MI PUEBLO: Wants to Hire BDO USA as Accountant & Tax Advisor
------------------------------------------------------------
Mi Pueblo San Jose, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ BDO USA,
LLP as certified public accountant, tax and audit advisor.

As accountant and tax/audit advisor, BDO USA is contemplated to
render these services:

   1. Accounting & Audit Services:

      a. Complete the audit of the financial statements of Mi
         Pueblo for the year ended Dec. 31, 2012, including
         analysis of subsequent events, reconsideration of store
         impairments, evaluation of going concern, new financing
         arrangements, and completion of the related notes to the
         financial statements.

      b. Provide consulting services related to accounting and
         auditing matters related to the audited financial
         statements during the bankruptcy proceedings.

      c. Assist with other work, as requested by Mi Pueblo or its
         lawyers, with respect to financial or business issues
         that may arise.

   2. Tax Services:

      a. Preparation of Form 1120S, U.S. Income Tax Return for an
         S Corporation for the fiscal year ended Dec. 30, 2012,
         and any subsequent years, as needed.

      b. Preparation of Form 100S, California S Corporation
         Franchise or Income Tax Return for the fiscal year ended
         Dec. 30, 2012, and any subsequent years, as needed.

      c. Represent the Debtor during the conduct of any tax
         examination and review by the Internal Revenue Service.

According to BDO USA, fees for each of the engagements represent
less than 1/2 of 1 percent of BDO's annual revenues, and relate to
matters totally unrelated to the Chapter 11 cases for which BDO
is seeking to be engaged.

In addition, BDO likely provides and may in the future provide
accounting, tax, valuation or consulting services to the creditors
of the Debtors who have yet to be disclosed by the Debtors in
matters unrelated to the Debtors or the cases.

BDO will be compensated on an hourly basis for the accounting &
audit services.  The compensation to be paid to BDO for the
accounting & audit services is estimated to cost approximately
$50,000 to $60,000.  BDO USA will charge Mi Pueblo based on these
agreed discounted hourly rates:

     Partner/Managing Director        $400 - $600
     Director/Senior Manager          $300 - $500
     Manager                          $250 - $350
     Senior                           $175 - $250
     Staff                            $125 - $175

BDO will be compensated for tax services based on a fixed fee of
$15,900 (fiscal year ended Dec. 30, 2012) and the above agreed
hourly rates for services related to responding to notices or
inquiries from federal or state taxing authorities or services
related to additional research time related to non-recurring
transactions.

In addition to the fees, the Debtor will reimburse BDO for its
reasonable out-of-pocket expenses incurred in connection with
BDO's performance of the accounting & audit services and tax
services, including travel, lodging, duplication, computer
research, messenger and teleTel charges.

To the best of the Debtor's knowledge, BDO USA is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  BDO also represents and provides tax services to
Cha Cha Enterprises, LLC, a related entity.  BDO is not aware of
any current reason for conflict or claims for indemnity or
contribution being asserted between the entities.

                  About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.  The Debtor disclosed $61,577,296 in assets and $68,561,634
in liabilities as of the Chapter 11 filing.

Heinz Binder, Esq. -- Heinz@bindermalter.com -- 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.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.


MI PUEBLO: U.S. Trustee Forms Seven-Member Creditors Committee
--------------------------------------------------------------
August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Mi Pueblo San Jose, Inc.

The Committee consists of:

      1. Yosemite Meat Company
         Attn: Johnnie Lau, CEO
         P.O. Box 580008
         Modesto, CA 95358
         Tel: (209) 524-5117

      2. Seacatch Market Fresh Advantage
         Attn: Zosimo A. Regal, CFO
         710 Epperson Drive
         City of Industry, CA 91748
         Tel: (626) 626-4900

      3. La Rosa Tortilla Factory, Inc.
         Attn: Jimmie D. Hicks, CFO
         142 Second St.
         Watsonville, CA 95076
         Tel: (831)728-5332

      4. Marquez Brothers International, Inc.
         Attn: David Villanueva, CFO
         5801 Rue Ferrari
         San Jose, CA 95138-1857
         Tel: (408) 960-2700

      5. PepsiCo, Inc.
         Attn: Chad New, national credit manager
         1100 Reynolds Blvd.
         Winston-Salem, NC 27105
         Tel: (336) 896-5781

      6. National Security Guard/
         National Security Industries & Services
         Attn: Michael Gerami, president
         940 Park Avenue
         San Jose, CA 95126
         Tel: (408) 371-6505

      7. The Coca-Cola Company
         Attn: William Kaye, senior bankruptcy advisor
         P.O. Box 1734, Nat 2008 Mail Stop
         Atlanta, GA 30313
         Tel: (414)676-4150

                  About Mi Pueblo San Jose, Inc.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013. The Debtor estimated up to $50,000 in assets and up
$50,000,000 in liabilities.   An affiliate, Cha Cha Enterprises,
LLC, sought Chapter 11 protection (Case No. 13-53894) on the same
day.  The Debtor disclosed $61,577,296 in assets and $68,561,634
in liabilities as of the Chapter 11 filing.

Heinz Binder, Esq. -- Heinz@bindermalter.com -- 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.


MIDTOWN SCOUTS: Plan Filing Period Extended Until Oct. 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
extended Midtown Scouts Square Property, LP, and Midtown Scouts
Square, LLC's exclusive period to file a plan until Oct. 31, 2013.
The Debtors' exclusive period to solicit and obtain acceptance of
their plan is automatically extended for an additional sixty (60)
days.

As reported in the TCR on Aug. 28, 2013, on June 24, 2013, the
Debtors filed their Motion to Estimate the Claim of Richey Family
Limited Partnership, L.E. Richey, Todd Richey, and Bank of Houston
(for indemnity only) which is currently pending before the Court
(the "Estimation Motion").  "Claims alleged by the Richeys in the
litigation (although highly disputed) are potentially substantial
and allowance of the same could significantly impact any plan
filed by the Debtors, including whether the Richeys have an equity
interest in the Debtors," the Debtors said.

"Thus, the Estimation Motion must be resolved before the Debtors
can confirm a plan.  A Pretrial conference on the Estimation
Motion is currently set for Sept. 19, 2013, at which time the
court will set the matter for trial.  Accordingly, Debtors will
not be able to file a meaningful Chapter 11 Plan prior to the
expiration of the current exclusivity period."

This is the Debtors' first request for an extension of the
exclusivity periods.

                   About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally
constructed in 1975, while the second property is a 104,000-square
foot eight-storey parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Hoover Slovacek, LLP, serves as the Debtor's counsel.  Hawash
Meade Gaston Neese & Cicack, LLP, serves as special litigation
counsel.


MOUNTAIN REFLECTIONS: Case Summary & 2 Unsecured Creditors
----------------------------------------------------------
Debtor: Mountain Reflections, LLC
        P.O. Box 10
        Kodak, TN 37764

Bankruptcy Case No.: 13-51557

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Dean B. Farmer, Esq.
                  HODGES, DOUGHTY & CARSON PLLC
                  P.O. Box 869
                  Knoxville, TN 37901
                  Tel: (865) 292-2307
                  Fax: (865) 292-2252
                  E-mail: dfarmer@hdclaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb13-51557.pdf

The petition was signed by Billy P. Evans, president.


NATIONAL ENVELOPE: Goes on Sale as Losses Mount, Cash Tight
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Envelope needs court approval to sell assets
to avoid running out of cash and to stem operating losses.  A
hearing was slated September 9.

National Envelope lined up three buyers to pay a total of about
$65 million without holding an auction. A private sale became
feasible when the bankruptcy court approved a settlement with
Salus Capital Partners LLC creating a trust for unsecured
creditors initially funded with $250,000 over 10 weeks.

Although National Envelope has a court-approved loan facility,
availability of the credit is limited, forcing the company "to
face liquidity issues with respect to their day-today operations,"
according to a court filing.

The company is arranging a hearing to seek permission to pay the
lenders a $150,000 fee to increase availability by $2.5 million.

The aggregate purchase price from the three buyers will pay less
than half of the $148.4 million in secured debt. The buyers are
Cenveo Corp., Hilco Merchant Resources LLC and Southern Paper LLC.

National Envelope said the sales should be completed
simultaneously on Sept. 13.

                           Loss of Rights

Law360 reported that a creditor in the bankruptcy case for private
equity-owned NE Opco Inc., which does business as National
Envelope, objected to the company's proposed $65 million sale,
worried that its chance to offset the $5 million it owes the
debtor will be watered down by the transaction.

According to the report, R.R. Donnelley & Sons Co. says it owes
National Envelope nearly $5.3 million under an envelope purchase
agreement but was hoping to offset that amount by the $4 million
that it claims the debtor still has to pay.

                      About National Envelope

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
as the bankrupt envelope maker announced a series of deals to
parcel out its assets among three separate buyers.  The proposed
transactions would see Connecticut-based printer Cenveo Inc.
acquire National Envelope's operating assets for $25 million,
Hilco Receivables LLC pick up accounts receivable for $25 million
and Southern Paper LLC take on its inventory for $15 million,
according to a sale motion filed in Delaware bankruptcy court.


NATIONAL ENVELOPE: Sec. 341(a) Meeting Continued to Sept. 11
------------------------------------------------------------
The U.S. Trustee for Region 3 notified the U.S. Bankruptcy Court
for the District of Delaware that the meeting of creditors of NE
Opco Inc., et al., pursuant to Section 341(a) of the Bankruptcy
Code will be continued to Sept. 11, 2013, at 9:00 a.m., in Room
2112 of the J. Caleb Boggs Federal Building, in Wilmington,
Delaware.

According to the notice, Paul Heath, Esq., at Richards, Layton &
Finger, P.A., appeared for the Debtors; James O'Neill, Esq., at
Pachulski Stang Ziehl & Jones LLP, appeared for the Official
Committee of Unsecured Creditors, and Brian Zollinger, Esq., the
Debtors' general counsel, vice president and secretary, appeared
as representative of the Debtors.  Benjamin Hackman, Esq., Trial
Attorney, represented the U.S. Trustee.

                      About National Envelope

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
as the bankrupt envelope maker announced a series of deals to
parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NATIONAL ENVELOPE: Seeks Approval of Third DIP Agreement Amendment
------------------------------------------------------------------
NE Opco, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to pay $150,000 in connection
with their entry into the third amendment to the Debtor-in-
Possession Credit Agreement.

The Third Amendment increases the amount available to the Debtors
under the DIP Credit Agreement by eliminating, with certain
exceptions, the availability block, and provides that the
outstanding amount under the Tranche A loans cannot exceed $42
million without the Tranche A lenders' consent.

According to John H. Knight, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Debtors and Salus Capital
Partners, LLC, have agreed to enter into the DIP Amendment, which
reduces the Availability Block to $0, unless certain conditions
occur, in which case the Availability Block will be reset to $2.5
million.  Those conditions include: (i) a default or event of
default under the DIP Agreement; (ii) failure to obtain the
Court's approval of the DIP Amendment Fee before Sept. 18, 2013;
and (iii) any attempt by a party to terminate or the termination
of any of the transactions contemplated under the Debtors' motion
to sell their assets.

The Debtors also obtained authority from the Court to enter into
the second amendment to the DIP Credit Agreement, which amendment
extends the time permitted under DIP Credit Agreement for the
Debtors to either file a plan of reorganization or sale motion
pursuant to Section 363 of the Bankruptcy Code, and extends the
dates by which the Debtors must move for and obtain an order
extending their deadline for assuming or rejecting unexpired
leases of real property under Section 365(d)(4).

The Debtors were authorized to pay $15,000 in connection with
their entry to the Second DIP Credit Agreement Amendment.

Michael J. Merchant, Esq., Paul N. Heath, Esq., and Robert C.
Maddox, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, also represent the Debtors.

                      About National Envelope

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

As reported in the TCR on July 25, National Envelope won court
approval on July 19 for a global settlement permitting a sale of
the company without objection from the official unsecured
creditors' committee.  The settlement ensures some recovery for
unsecured creditors.

The Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

The settlement will create a trust for unsecured creditors funded
with $250,000 over 10 weeks.  If a sale pays off the $67.5 million
of bankruptcy financing, the creditors' trust will receive another
$500,000.  From the first $4 million surplus after repaying
bankruptcy financing, secured lenders will receive 75 percent,
with the other 25 percent for unsecured creditors.  Secured
lenders will give 3 percent of additional sale proceeds to
unsecured creditors, all in return for the committee's agreement
to withhold objection to a sale.  The settlement creates a
separate $790,000 fund to be used in winding down the Chapter 11
case.

As reported in the TCR on August 26, NE Opco Inc., which does
business as National Envelope, struck a $65 million sales trifecta
as the bankrupt envelope maker announced a series of deals to
parcel out its assets among three separate buyers.

The proposed transactions would see Connecticut-based printer
Cenveo Inc. acquire National Envelope's operating assets for
$25 million, Hilco Receivables LLC pick up accounts receivable for
$25 million and Southern Paper LLC take on its inventory for
$15 million, according to a sale motion filed in Delaware
bankruptcy court.


NATURAL RESOURCE: Moody's Rates Proposed $300MM Senior Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 rating to
Natural Resource Partners LP proposed $300 million senior
unsecured notes maturing in 2021. Moody's also assigned B1 and B1-
PD ratings respectively to the company's corporate family and
probability of default ratings. The proceeds from the offering
will be used to refinance existing indebtedness, as well as pay
related fees and expenses, and for general corporate purposes.
Moody's also assigned Speculative Grade Liquidity (SGL) rating of
SGL-3. The outlook is stable.

Ratings Rationale:

The B1 corporate family and probability of default ratings reflect
NRP's substantive reserve base, relatively low leverage, and
strong interest coverage. At the same time, the ratings recognize
NRP's concentration in US coal business, particularly high degree
of exposure to Central Appalachia (CAPP) and metallurgical coal,
and the risks surrounding future limited partner distributions.

NRP is a royalty stream business that principally owns and manages
mineral reserves. The company leases land positions to many of the
large coal producers which then pay a royalty fee per ton or as a
percentage of the selling price in exchange for the land use.
NRP's typical lease has a five to ten year term and NRP is not
responsible for permitting, employee liabilities, reclamation, or
maintenance capex on the properties it leases. However, even with
the contract terms and minimum royalty payments, NRP's revenues
can fluctuate with production volumes and selling prices of
commodities mined on their lands.

Moody's notes that over the past twelve months, roughly 35% of
NRP's revenues were derived from Central Appalachian coals, and
roughly 80% from coal and coal-related infrastructure. The CAPP
region is particularly susceptible to falling coal volumes due to
much higher mining costs and less competitiveness with natural
gas. The thermal coal mined in the region is also expected to face
declining pricing and demand when Mercury and Air Toxic Standards
(MATS), effective in 2015, will threaten to shut down many smaller
coal plants in the region. Metallurgical coal, which comprises
roughly third of NRP's coal business by volume, has experienced
significant recent declines in prices, with limited potential for
recovery over the next eighteen months. Near-term pricing
weakness, and longer-term volatility in met prices, are likely to
have a material impact on NRP's performance.

That said, the ratings also acknowledge NRP's efforts to diversify
into other commodities and businesses, including recent
acquisition of OCI (soda ash minerals), oil and gas, and
infrastructure assets. On the thermal coal side, Moody's
acknowledges the relative strength in the Illinois Basin (ILB)
coal and infrastructure assets, responsible for over 20% of the
company's revenues. Moody's also notes that NRP's key ILB lessee
is poised for growth.

NRP's top lessees are Alpha Natural Resources (B1 RUR), Foresight
Energy (B2 stable), and Cliff Natural Resources (Baa3 stable)
accounting for over 60% of 2012 revenues. The ratings reflect the
benefits stemming from reliance on these relatively large and
stable operators with competitive mines.

As a Master Limited Partnership, NRP distributes substantially all
of its operating cash flows, limiting the company's opportunities
to delever. The company does not have maintenance capex
requirements, and acquires new assets opportunistically, usually
financed with additional debt. These factors raise the risk of
elevated leverage and limited ability to pay down debt in stressed
market conditions.

Speculative Grade Liquidity rating of SGL-3 reflects Moody's
expectation that the company will have sufficient liquidity over
the next twelve months. The company has over $100 million cash on
hand and is expected to generate sufficient operating cash flows
to largely finance its MLP distributions. Moody's expects headroom
under the company's $300 million revolver's financial covenants to
be limited, which could restrict availability in stressed market
conditions.

The stable outlook reflects Moody's expectation that Debt/ EBITDA,
as adjusted, will be maintained below 5x, and that liquidity will
remain adequate.

Although an upgrade in the near term is unlikely, factors that
could result in an improved outlook or ratings would be a
sustainable improvement in operating performance, sustained
meaningful free cash flows after MLP distributions, and meaningful
debt reduction. If the company can maintain consolidated leverage
(gross debt to adjusted EBITDA) below 3.5x and good liquidity, an
upgrade could be considered.

Factors that would negatively impact the ratings would be
deterioration in credit metrics (margins and cash flow) due to a
decline in coal production or average realized prices. Lower
ratings could also result from debt-financed acquisitions, special
distributions, or a material impairment in liquidity. A downgrade
would be considered if Debt/ EBITDA were expected to track above
5x.

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

Natural Resource Partners L.P. is a limited partnership formed in
April 2002 and is headquartered in Houston, Texas. NRP engages in
the ownership, management, and leasing of mineral properties in
the United States. It owns coal reserves in Appalachia, the
Illinois Basin, the Western United States, as well as lignite
reserves in the Gulf Coast region. As of December 31, 2012, the
company owned or controlled approximately 2.4 billion tons of
proven and probable coal reserves and generated $382 million of
revenues.


NSG HOLDING: Moody's Affirms Ba1 Sr. Debt Rating; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed NSG Holding, LLC's Ba1
rating on its outstanding senior secured debt, including a $146
million term loan due December 2019, $56 million Incremental Loan
due December 2019, and $441 million in outstanding senior secured
notes due December 2024. In addition, NSGH has $83.9 million in
project level debt at Orange Cogen Funding (Baa3, stable). The
outlook is stable.

Ratings Rationale:

The affirmation follows NSGH's expected utilization of $56 million
of the $104 million Incremental Facility available to it under its
credit agreement to make a dividend to its parent, Northern Star
Generation, LLC. NSG intends to acquire a 50% interest in the
NCA#1 facility currently owned by Chevron. NSGH owns the other 50%
interest. NCA#1 is a 90MW Qualifying Facility (QF) that sells
capacity and energy through April 2023 to Nevada Power Company
(NPC: Baa2, stable). Steam is sold to Georgia Pacific Corporation
(GP: Baa2, stable) for use in its wallboard manufacturing plant
through 2023 as well.

The affirmation and maintenance of a stable rating reflects NSGH's
robust fundamental credit profile demonstrated by long-term
contracted cash flows with investment grade off-takers
substantially through the 2024 tenor of the Senior Notes. NSGH has
demonstrated, strong historical operating performance with
availability levels at 90% or greater across its portfolio of
assets consisting of 1,132 megawatts (MW) of net ownership and
capacity factors largely consistent with the plant design. For
example, baseload assets such as Orlando and NCA#1 had average
capacity factors of 79% and 96%, respectively, from 2007 to 2012.
The intermediate dispatch facilities, Mulberry and Orange achieved
40% capacity factors over the same time period. On a forward
looking basis, Moody's expects financial metrics such as the debt
service coverage ratio (DSCR) based on distributable cash flow to
NSGH to approximate 1.8x -- 2.0x and funds from operations to debt
ratio (FFO/Debt) excluding project debt to range from 11% to 15%
in the next three to five years based on conservative scenarios
considered by Moody's. This is largely consistent with historical
performance of NSGH and partly supported the rating upgrade to Ba1
from Ba2 in November 2012.

Moody's observes that the acquisition is being structured in a
manner such that the cash flow generated from the remaining 50%
interest in NCA#1 will be outside of the collateral package and
not directly available to the borrower. This aspect of the
transaction compounded with the higher debt burden is negative to
credit quality. Moody's notes that following usage of this
Incremental Loan, NSGH retains the ability to issue an additional
$48 million remaining under the Incremental Facility and an
additional $100 million of Senior Notes under the Indenture.
However, each issuance would require a rating affirmation prior to
the debt being incurred. Furthermore, should the ratings fall
below Ba2 or an equivalent rating at any time then no additional
debt can be considered under the Indenture.

Notwithstanding this rating affirmation, in light of the
incremental risk that results from the manner in which this
transaction is being completed, future issuance of incremental
debt without the benefit of associated cash flow would increase
the likelihood of a negative rating action at NSGH. The rating
could be pressured downward should debt reduction fail to
materialize as per the target amortization schedule under the term
loan or should FFO/Debt fall below 10%.

In light of this rating affirmation, upward rating pressure is
unlikely. Moody's further notes that another limitation to higher
rating factor is the collateral package which does not include a
first lien of the hard assets or the contracts.

NSG Holdings LLC, a subsidiary of Northern Star Generation LLC,
owns equity interests in eight power generation facilities located
throughout the United States totaling approximately 1,130
megawatts (MW) in net ownership.

The following assets are 100% owned by NSGH: the 115 MW gas-fired,
qualifying facility (QF) Mulberry plant in Bartow, Florida; the
104 MW Orange gas-fired QF in Bartow Florida; and the 680 MW gas-
fired Vandolah project in Hardee County, Florida and the 87.5MW
Cambria waste-coal project in Pennsylvania. The following projects
each represented by NSGH's proportional (net) ownership and are
50% owned or less consist of: the 59.6 MW gas-fired QF Orlando
project in Orlando, Florida; the 45MW gas-fired Nevada
Cogeneration Associatest#1 (NCA#1) project located in Las Vegas,
Nevada; the 28.7MW waste-coal Colver project in Pennsylvania; and
the 13.1MW ACE coal project in California. All of the assets sell
their energy and capacity to investment grade utility off-takers
under long-term contracts except Cambria which is merchant and
ACE, whose contract expires in 2015.

NSG is jointly owned 50% by OTPPB U.S. Power, LLC, a wholly-owned
subsidiary of Ontario Teachers' Pension Plan Board (OTPPB) since
2004 and 50% by UBS Northern "C'' LLC, a wholly-owned indirect
subsidiary of UBS International Infrastructure Fund (UBS IIF)
since 2007.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.


OASIS PETROLEUM: S&P Puts 'B+' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Houston-based exploration and production company Oasis Petroleum
Inc. on CreditWatch with positive implications, including the 'B+'
corporate credit rating and 'B' senior unsecured rating.

The CreditWatch placement follows Oasis' announcement that it
plans to acquire assets in the Bakken and Three Forks areas of the
Williston Basin for about $1.5 billion in cash.  S&P believes the
added reserves and production will enhance Oasis' business risk
profile, while the company's leverage will remain adequate at the
'BB-' rating level.

The acquired assets are contiguous to Oasis' current acreage in
the Williston basin and will bring the company's total proved
reserves and production to about 215 million barrels of oil
equivalent (boe) and 43,000 boe per day, respectively.  S&P
believes this acquisition enhances Oasis' business risk profile
through added scale and growth potential.  Although the financing
details of these transactions are not yet public, S&P estimates
that debt to EBITDA would approximate 3x at year-end 2014 if the
company were to fully debt-finance the transactions.  Although
Oasis has the ability to fund the purchases with cash-in-hand and
availability under its revolving credit facility, S&P expects the
company to access the capital markets to refinance a portion of
these acquisitions--thereby maintaining an adequate liquidity
position.

The CreditWatch with positive implications reflects the potential
for a one-notch upgrade of the corporate credit rating to 'BB-'
from 'B+'.

"The CreditWatch placement also reflects the possibility that we
could raise our rating on Oasis' unsecured debt, pending an
assessment of the resulting capital structure, the credit facility
borrowing base, and our recovery asset valuation after the
acquisition closes.  We expect to resolve the CreditWatch
placement near the close of the acquisitions, in early October
2013," said Standard & Poor's credit analyst Christine Besset.


OMNI RESOURCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Omni Resource Recovery, Inc.
        92 Corporate Park
        Irvine, CA 92606

Bankruptcy Case No.: 13-24966

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: William J. Wall, Esq.
                  THE WALL LAW OFFICE, P.C.
                  9900 Research Drive
                  Irvine, CA 92618-4309
                  Tel: (949) 387-4300
                  Fax: (800) 722-8196
                  E-mail: wwall@wall-law.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-24966.pdf

The petition was signed by Joe Castro, president.


PATRIOT COAL: Files Plan of Reorganization in Bankruptcy Court
--------------------------------------------------------------
Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.

The Company anticipates filing its Disclosure Statement with the
Bankruptcy Court this week, which will contain additional details
about the proposed Plan.

Nick Brown, writing for Reuters, reported that Patriot Coal filed
a restructuring plan that would pay back secured creditors and
wipe out shareholders, four weeks after reaching new, cost-saving
labor contracts with unionized workers.

According to the report, in court papers filed in U.S. Bankruptcy
Court in St. Louis, Patriot detailed a plan that would pay back
secured creditors in cash while cutting recoveries for unsecured
creditors, who would be given equity in the restructured Patriot.
Current equity holders are not expected to recover anything.

Patriot in a statement said it will provide more detail on the
plan this week, the report said.  A spokesman for the company
declined to comment. The plan still needs the support of
creditors, along with approval by Judge Kathy Surratt-States.

Patriot's restructuring is closely tied to its efforts to cut back
on the high labor costs it listed as a key factor in its
bankruptcy filing last year, the report related.  The company
reached new labor deals in August after a long fight with
unionized workers, enabling it to forecast creditor recoveries and
draw up a payback plan.

Under the new labor terms, Patriot will reduce wages, overtime pay
and vacation, and eliminate shift differentials for 1,700
unionized workers, the report added.  Retiree healthcare and
pension benefits, meanwhile, will be transferred to an outside
trust. The United Mine Workers of America, which represents 13,000
Patriot retirees and their relatives, will receive a roughly 35
percent equity stake in the reorganized Patriot, which it can sell
to help bolster those benefits.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PBP PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: PBP Properties, Inc.
        21 West Colony Place #210
        Durham, NC 27705

Bankruptcy Case No.: 13-81121

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: William L. Stocks

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  HATCH, LITTLE & BUNN, LLP
                  327 Hillsborough St.
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  E-mail: dqwickham@hatchlittlebunn.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $500,001 to $1,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Earl L. Pickett, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Earl L Pickett Enterprises, Inc.       12-81284   08/29/12


PEABODY ENERGY: Fitch Rates $2.7BB Senior Secured Loan 'BB+'
------------------------------------------------------------
Fitch Ratings expects to rate Peabody Energy Corporation's
(Peabody; NYSE: BTU) proposed $2.7 billion senior secured credit
facility 'BB+'.

The Rating Outlook is Stable.

The credit facility is comprised of a $1.5 billion revolver and a
$1.2 billion term loan B. The new revolver will mature in five
years, replacing the $1.5 million unsecured revolver due 2015. The
new term loan B will repay the unsecured term loans with an
aggregate amount outstanding of $1.2 billion due 2015 and 2016.
The term loan will amortize at 1% per year with a final maturity
in 2020.

The facility will benefit from a priority claim on the cash flows
from the Australian operations through the pledge of 65% of the
capital stock of material first tier foreign subsidiaries and 100%
of the capital stock of the domestic entity that possesses the
intercompany note receivable generated by the acquisition of
Macarthur Coal Ltd. The facility will have, pari passu with the
senior unsecured notes, the upstream guarantees of material
wholly-owned domestic subsidiaries.

The new revolver will have a minimum interest coverage covenant of
at least 1.5 times (x) and a maximum net secured leverage ratio
expected to be less than or equal to 3.5x. A breach would only
constitute an event of default under the term loan if the
revolving credit is declared due as a result of the breach. Fitch
expects Peabody to be in compliance with its covenants.

Key Rating Drivers

Peabody's credit ratings reflect large, well-diversified
operations, good control of low-cost production, strong liquidity
and high financial leverage following the acquisition of Macarthur
Coal Limited for $4.8 billion in an all-cash transaction in 2011.

Peabody is the largest private sector coal company, globally, with
28 mining operations producing primarily low-sulfur thermal coal
from the Powder River Basin (PRB - 2012, 139 million tons), high
heat thermal coal from the Illinois Basin (IB - 2012, 27 million
tons), and thermal and metallurgical coal in Australia primarily
for the seaborne markets (2012, 33 million tons). Proven and
probable reserves are 9 billion tons.

Earnings are supported by top line visibility in the U.S.;
virtually all of 2013 shipments and 70%-80% of 2014 expected
shipments are priced. Domestic segment adjusted EBITDA was $1.3
billion in 2012 and $535 million in first half of 2013. In 2012,
domestic volumes dropped 5% to 193 million tons given industry-
wide lower coal burns given extraordinarily cheap natural gas. The
company's U.S. operations account for roughly 20% of U.S. coal
production.

Earnings are leveraged to metallurgical coal prices. The
Australian segment comprises seaborne coking, PCI and steam coal
sales. For the first half of 2013, the Australian adjusted EBITDA
was $212.9 million on 16.9 million tons sold at an average
realization of $87.84/ton compared with $536.3 million on 14.8
million tons sold at average realizations of $117.59/ton for the
first half of 2012. Fitch's calculation of consolidated operating
EBITDA for the half ended June 30, 2013 was $480 million compared
with $952 million in the first half of 2012. Strong supply in the
Asia Pacific region and slower demand growth are currently
weighing on prices.

There are indications that the domestic steam coal market has
bottomed with improving coal burn, declining inventories and
firmer contracting. Fitch expects softness in the seaborne thermal
market through 2013 given ramp-up of new capacity. Metallurgical
coal prices are likely to remain at depressed levels to flush
excess supply out of the market; this could stretch into 2014.

Liquidity is strong, with cash on hand of $518 million as of
June 30, 2013 (of which approximately $350 million was in the
U.S.) and availability under the company's $1.5 billion revolver
of $1.4 billion after utilization for $112 million in letters of
credit. Covenants under the existing bank facilities include an
interest coverage minimum of 2.5 times (x) and a leverage maximum
of 5.5x for 2013.

Total debt with equity credit of $6 billion compares to latest 12
months (LTM) June 30, 2013 operating EBITDA of $1.3 billion at
4.5x. Free cash generation has been positive despite lower than
anticipated earnings on capital and cost discipline. Peabody has
substantial legacy liabilities and adjusted leverage is about
5.1x.

Pro forma scheduled maturities of debt over the next five years
are estimated at $3 million in 2013, $12 million in each of 2014
and 2015, $662 million in 2016, and $21.3 million in 2017. Fitch
expects Peabody to continue to focus on debt repayment while
leverage is above 3x but thereafter to continue to invest in
Australia and Asia to the extent of its excess free cash flow.

Capital expenditure guidance for 2013 is between $350 million and
$450 million. Fitch expects operating EBITDA of at least $1
billion and negative free cash flow of about $100 million in 2013.

The Stable Outlook reflects Fitch's view that the coal markets are
at or near the bottom of the cycle and should show slow recovery.
Fitch expects leverage will be above 4.5x through 2014 dropping
below 4x by the end of 2015.

Ratings Sensitivities

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Cash operating losses in Australia;
-- Expectations of negative free cash flow in 2014;
-- Failure to reduce debt.

Positive: Future developments that may lead to a positive rating
action are not anticipated over the next 12 months but may
include:

-- Leverage sustainably below 3.5x.

Fitch currently rates Peabody as follows:

-- Issuer Default Rating 'BB';
-- Senior unsecured notes 'BB';
-- Senior unsecured revolving credit and term loans 'BB';
-- Convertible junior subordinated debentures due 2066 'B+'.

Fitch expects to rate the proposed senior secured revolving credit
and term loan at 'BB+'.


PEABODY ENERGY: New Credit Facilities Get Moody's Ba1 Rating
------------------------------------------------------------
Moody's assigned Ba1 ratings to Peabody's new secured credit
facilities, including $1.2 billion Term Loan B and $1.5 billion
Revolver. Moody's also affirmed all existing ratings, including
Ba2 corporate family rating. Ba2-PD probability of default rating,
Ba2 ratings on senior unsecured debt and B1 rating on subordinated
debt. The outlook is stable. Moody's also affirmed Speculative
Grade Liquidity rating of SGL-2.

The proceeds of the new secured Term Loan B, maturing in 2020, are
expected to be used to repay the entire outstanding amount under
Term Loan A, due in 2015 and 2016. The $1.5 billion revolver is
expected to be undrawn at the time of closing, and will have a
tenor of five years. The facility is expected to be secured by the
65% stock pledge in the company's Australian operations, as well
as 100% stock pledge in a US subsidiary which sole asset is a $4.7
billion note receivable from the holding company of the Australian
operations. Moody's expects no restrictive financial maintenance
covenants on Term Loan B, and substantial headroom under
revolver's financial covenants, which are expected to include a
maximum secured leverage and a minimum interest coverage tests.

Ratings Rationale:

The Ba1 rating on the secured facility, one notch above the Ba2
CFR, reflect the benefit of having a stock claim on Peabody's
Australian asset platform in the event of bankruptcy. Although the
level of security provided by a capital stock pledge is limited,
as compared to a direct asset lien, Moody's believes that
protections afforded to the secured creditors are nevertheless
stronger relative to the unsecured notes.

The Ba2 CFR continues to reflect Peabody's significant size and
scale, broadly diversified reserves and production base, efficient
surface mining operations, and a solid portfolio of long-term coal
supply agreements with electric utilities. The rating also
reflects the company's organic growth opportunities, and strong
management. Challenges for the rating include challenges facing
the US coal industry, the potential volatility of the company's
Australian operations due to its exposure to metallurgical coal,
foreign currency fluctuations, operational risks inherent in the
coal industry, and persistent cost pressures.

The company's Speculative Grade Liquidity Rating of SGL-2 reflects
Peabody's improved liquidity following the transaction, which
includes substantial revolver capacity. Peabody has over $500
million in cash and cash equivalents, and almost full availability
of its new $1.5 billion revolving credit facility, which matures
in 2018. Following refinancing, Peabody's next significant
maturity will be $650 million in senior notes coming due in 2016.
Moody's expects Peabody to have substantial headroom under
covenants. Even following the secured debt issuance, Peabody will
still have several alternatives for arranging back-door liquidity
if necessary. Peabody's large number of mines and its operational
diversity across the PRB and Illinois Basin give it the
flexibility to sell non-core assets if necessary.

The stable outlook reflects Moody's expectation that continued
recovery in met prices over the medium term, along with cost
containment, will offer support to the company's credit metrics
and return Debt/ EBITDA, as adjusted, to levels below 6x on a
sustainable basis.

Although upgrade is unlikely in the near term, ratings could be
upgraded if Debt/ EBITDA, as adjusted, was expected to fall below
4x on sustainable basis.

A downgrade would be considered if liquidity position
deteriorated, Debt/ EBITDA was expected to exceed 6x on
sustainable basis, free cash flows were persistently negative,
and/or debt capitalization ratio was expected to track above 65%.

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

Peabody Energy Corporation is the world's largest private sector
coal company with 28 coal mining operations in the US and
Australia and approximately 9 billion tons of proven and probable
reserves. In 2012 the company sold 249 million tons of coal and
generated $7.9 billion in revenues.


PEABODY ENERGY: S&P Rates New $2.7-Bil. Senior Secured Debt 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB+'
issue-level rating (one notch above the corporate credit rating)
to Peabody Energy Corp.'s proposed $2.7 billion senior secured
credit facilities.  The proposed facilities consist of a five-year
$1.5 billion revolving credit facility and a seven-year
$1.2 billion term loan B.  The recovery rating on the facilities
is '2', indicating S&P's expectation for a substantial (70% to
90%) recovery in the event of a payment default.  At the same
time, S&P is revising the recovery rating on the company's
unsecured debt to '4' from '3'.  The '4' recovery rating indicates
S&P's expectation for an average recovery (30% to 50%) in the
event of a payment default.  The unsecured debt issue level rating
remains unchanged at 'BB', the same as the corporate credit
rating.

The proposed facilities will refinance Peabody's existing
unsecured $2.7 billion credit facilities.  S&P understands that
the collateral package for the proposed facilities will not
include any domestic operating assets to avoid triggering
covenants in the bond indentures that would require equal and
ratable security for Peabody's senior notes.  According to the
term sheet, the facilities will be secured by a pledge of 65% of
the stock of a holding company for Peabody's Australian operations
and a 100% pledge of the stock of a nonguarantor domestic
subsidiary that holds an intercompany note receivable due from an
Australian-operations holding company.  In S&P's view, the
proposed collateral package, although limited, gives the
facilities a priority claim to at least 65% of the value of
Peabody's Australian operations (under S&P's analysis, the
Australian operations account for about half of Peabody's total
recovery value).  This priority position, in turn, reduces
expected recoveries for Peabody's unsecured senior debt under our
analysis.

The 'BB' rating on Peabody reflects its satisfactory business risk
profile and aggressive financial risk profile.  S&P's assessment
of its business risk reflects its good U.S. competitive position,
substantial and diversified reserve base, and significant
Australian operations.  Peabody is the world's largest private
sector coal company and North America's largest coal producer.  It
has diversified reserves totaling more than 9 billion tons in the
western U.S., the Illinois Basin, and Australia.  S&P's view of
the company's financial risk reflects its currently high debt
levels and exposure to volatile coal pricing.  Global coal market
conditions remain weak, and as a result, S&P expects that
Peabody's adjusted EBITDA will drop to $1.2 billion to
$1.4 billion in 2013 and leverage will climb to between 6.5x and
7x.  S&P expects modest improvements in 2014 and currently expects
that 2014 EBITDA should be in the $1.4 billion to $1.5 billion
range, with debt to EBITDA remaining elevated at about 5.5x.  S&P
expects funds from operations to total debt will be less than
15% in both years.

Ratings List

Peabody Energy Corp.
Corporate Credit Rating                         BB/Stable/--

Peabody Energy Corp.
                                                To         From
Rating Unchanged/Recovery Rating Revised
Unsecured Debt                                 BB         BB
  Recovery Rating                               4          3

New Rating

Peabody Energy Corp.

$1.5 billion revolving credit fac due 2018      BB+
Recovery Rating                                2
$1.2 billion term loan B due 2020               BB+
Recovery Rating                                2


PETER DEHAAN: Court Sets Oct. 2 Hearing on Confirmation of Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon, according to
Peter Dehaan Holsteins, LLC's case docket, will convene a hearing
on Oct. 2, 2013, at 10 a.m., to consider the confirmation of the
Debtor's Third Amended Plan of Reorganization dated Aug. 20, 2013.

The approved Third Amended Disclosure Statement provides, among
other things, that:

   1. The estimated percentage recovery for General Unsecured
      Claims is 100 percent.  Each holder of an Allowed
      Convenience Unsecured Claim will receive a single payment
      equal to 100 percent of the amount of Allowed Claim in cash
      in full and final satisfaction of the Allowed Claim.

   2. The Debtor will continue to pay Naeda Financial, LLC on
      account of its secured claim regular monthly payments in
      accordance with the terms of its contract with Naeda and
      Naeda will retain its liens on the collateral securing its
      claim.

   3. Peter DeHaan, the equity security holder of the Debtor will
      retain his 100 percent membership interest in the Debtor and
      Reorganized Debtor in consideration for (1) the waiver of
      his claim in the amount of $1,254, (2) the sale or surrender
      of the Salem Property and (3) the continued contribution of
      his real property assets to be leased to and used by Debtor
      in its post-confirmation dairy operations.

The Debtor will implement the Plan primarily through earnings and
the sale of assets.

A redline copy of the Disclosure Statement dated Aug. 20, 2013, is
available for free at:

            http://bankrupt.com/misc/PETER_DEHAAN_3ds.pdf

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products. In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals. The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon. The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  Jeffrey C. Misley, Esq.
-- jmisley@sussmanshank.com -- and Timothy A. Solomon, Esq. --
tsolomon@sussmanshank.com -- at Sussman Shank LLP, in Portland,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,161,063 in assets and $8,307,564 in liabilities.


PINNACLE OPERATING: S&P Rates $300MM 2nd-Lien Secured Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC+' rating (two
notches below the corporate credit rating) to Pinnacle Operating
Corp.'s proposed offering of $300 million of second-lien senior
secured notes due 2020.  S&P also assigned a '6' recovery rating
to the proposed offering, indicating its expectation for
negligible (0% to 10%) recovery in the event of a payment default.
The company plans to use proceeds primarily to fully repay its
$125 million second-lien term loan due 2019 and near seasonal peak
borrowings under its unrated asset-based loan (ABL) revolving
credit facility.

At the same time, S&P affirmed its 'B' corporate credit rating on
Pinnacle.  Based on S&P's updated recovery analysis, it also
affirmed its 'B' issue rating on the company's $350 million
($347 million remaining balance) senior secured first-lien term
loan maturing in 2018 and revised its recovery rating on this debt
to '3' from '4' to reflect our expectation for meaningful (50% to
70%) recovery in the event of a payment default.

"The ratings reflect our assessment of Pinnacle's business risk
profile as 'weak' and its financial profile as 'highly
leveraged'," said Standard & Poor's credit analyst Cynthia
Werneth.  Pinnacle distributes seeds, fertilizers, and crop
chemicals, and provides agricultural services such as field
mapping, soil sampling, and yield analysis. Pinnacle's operations
consist of more than 100 retail locations in a 13-state area in
the southeastern region of the U.S., and its strategy is to
develop a national agricultural input distribution network.
Pinnacle is a portfolio company of private equity firm Apollo
Global Management LLC.

The outlook is stable.  Despite seasonal fluctuations in earnings
and cash flow, and the company's aggressive growth plans, S&P
expects credit metrics to remain in a range appropriate for the
ratings even at periods of seasonal peak borrowings.  S&P's
expectations include debt to EBITDA of 5x to 6x and FFO to debt of
about 10%.  S&P also expects liquidity to remain "adequate" as
defined in its criteria.

S&P could lower the ratings if leverage exceeds 6x or liquidity is
stretched to the point it deems it "less than adequate" as defined
in its criteria.  This could come about under poor industry
conditions (which includes extremely bad weather), in the face of
a larger-than-expected debt-financed acquisition or more rapid
internal growth, or operating problems that cause working capital
to balloon.  S&P believes leverage could exceed 6x if 2014
revenues are 8% below the approximately $1.2 billion it expects in
its base case, assuming EBITDA margins of about 10%.

S&P considers the likelihood of an upgrade as remote at this
juncture because it believes the company will remain highly
leveraged as it executes its aggressive growth plan.  Longer term
factors in addition to lower leverage that could favorably affect
our assessment of the company's credit quality include
strengthening of the business risk profile and the private equity
sponsor relinquishing control of the company.


PINNACLE PROCESSING: Case Summary & 13 Unsecured Creditors
----------------------------------------------------------
Debtor: Pinnacle Processing Group, Inc.
        300 Queen Anne Ave N #616
        Seattle, WA 98109

Bankruptcy Case No.: 13-18011

Chapter 11 Petition Date: September 3, 2013

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

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

Scheduled Assets: $15,203

Scheduled Liabilities: $2,784,017

A copy of the Company's list of its 13 unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/wawb13-18011.pdf

The petition was signed by Scott Banchero, CEO and president.


POLYMEDIX INC: Cellceutix Buys Assets in Bankruptcy
---------------------------------------------------
Cellceutix Corporation on Sept. 9 disclosed that it has acquired
substantially all of the assets of the company formerly known as
PolyMedix, Inc., and previously traded as PYMX, a clinical stage
biotechnology company which developed small-molecule drugs for the
treatment of infectious diseases and innate immunity disorders.
The acquisition includes the PolyMedix pipeline of nine compounds
as well as the substantial equipment assets at PolyMedix's 25,000-
square-foot headquarters and laboratory.

The acquisition includes PolyMedix's flagship drug candidate
Brilacidin, a first-in-class defensin-mimetic antibiotic that has
completed a Phase 2a clinical trial demonstrating safety,
tolerability and efficacy in patients with acute bacterial skin
and skin structure infections ("ABSSSI") caused by Staphylococcus
aureus.  In the clinical trial, Brilacidin hit its primary
endpoints with high and low doses outperforming Cubist
Pharmaceuticals' Cubicin in the control arm of the study.

"This is a transformational development for our Company and
shareholders; adding the assets of PolyMedix for a tiny fraction
of what we believe the company is truly worth," said Leo Ehrlich,
Chief Executive Officer at Cellceutix.  "We are very excited about
instantly having a strong antibiotic franchise to complement our
already robust pipeline that now contains 18 compounds.  We intend
to quickly advance Brilacidin into a Phase 2b clinical trial, a
drug that we believe could one day compete with drugs like
Pfizer's Zyvox, which generated $1.35 billion in sales in 2012.
The acquisition, which includes laboratory equipment and other
furnishings that we are confident cost in excess of $1 million,
makes us an even more formidable company.  As such, we have
shifted our development strategy with our anti-psoriasis drug,
Prurisol, to forego the planned Proof-of-Concept trial overseas
and have already begun preparing the regulatory paperwork for the
Food and Drug Administration to initiate a larger-scale, Phase 2/3
multi-center trial.  The adjustment will save us hundreds of
thousands of dollars and months of time that will now be better
served to position us to potentially have up to five clinical
trials ongoing in 2014.  This acquisition dovetails very nicely in
our goals to continue to build shareholder value and uplist to a
senior exchange in the near future."

PolyMedix filed for Chapter 7 bankruptcy protection on
April 1, 2013.  Following a due diligence process, Cellceutix
submitted a "stalking horse" bid for the PolyMedix assets in
August.  On Wednesday, September 4, the Bankruptcy Court for the
District of Delaware approved the asset purchase agreement.  In
the transaction, Cellceutix assumes none of the debt associated
with PolyMedix.  The purchase price was $2.1 million in cash and
1.4 million shares of CTIX stock.

Less than two years ago, PolyMedix had 28 employees, a market
capitalization of $227.4 million and was rated as "outperform" by
a well-known investment banking firm.

                         About Cellceutix

Headquartered in Beverly, Massachusetts, Cellceutix --
http://www.cellceutix.com-- is a clinical stage biopharmaceutical
company focused on discovering small molecule drugs to treat unmet
medical conditions, including drug-resistant cancers and
autoimmune diseases.

                         About PolyMedix

Headquartered in Radnor, Pennsylvania, PolyMedix, Inc. --
http://www.polymedix.com-- is a clinical-stage biotechnology
company.  PolyMedix is engaged in developing small-molecule drugs
for the treatment of serious acute care conditions.  The Company
has created defensin mimetic antibiotic compounds, heparin
antagonist compounds, and other drug compounds intended for human
therapeutic.  The Company has internally created a pipeline of
infectious disease, cancer supportive care and cardiovascular
product candidates.  The Company's product includes PMX-30063 and
PMX-60056 and other PMX defensin-mimetics.  In February 2011, the
Company completed and announced positive results from a
randomized, double-blind, placebo-controlled Phase I exposure-
escalation clinical study where it evaluated the safety and
pharmacokinetics of PMX-30063 in once-daily dosing up to 14 days.


QUBEEY INC: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Qubeey, Inc
        15462 Cabrity Road
        Van Nuys, CA 91406

Bankruptcy Case No.: 13-15805

Chapter 11 Petition Date: September 5, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Douglas M. Neistat, Esq.
                  GREENBERG & BASS
                  16000 Ventura Boulevard, #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: tkrant@greenbass.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Rocky Wright, president.

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Parthasarathi Majumder             Lawsuit -              $500,000
Trustee/PR Majumder Charity Trust  Majumder v. Qubeey;
12845 Rockwell Court               Case No.
Poway, CA 92064                    RIC1309713

Jeff Franklin                      --                     $450,000
10066 Cielo Drive
Beverly Hills, CA 90210

Rocky Wright                       --                     $290,000
203 W. Orange Heights Lane
Corona, CA 92882

Fox Rothchild, LLP                 Legal Fees             $200,000


RESIDENTIAL CAPITAL: Plan Confirmation Discovery Protocol Set
-------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York granted Residential Capital LLC and its
debtor affiliates' motion to implement discovery protocol related
to the contested process towards confirmation of their Chapter 11
plan.

Only the Ad Hoc Group of Junior Secured Noteholders and the Notes
Trustee objected to the proposed protocol, complaining that the
procedures limit their access to certain documents.  In response
to the JSNs' objection, the Debtors maintained that they have put
forward an eminently reasonable protocol for Plan Confirmation
Discovery designed to create an organized and efficient process
that, in the absence of such a protocol, could devolve into chaos.
The Debtors asserted that the proposed Plan Confirmation Discovery
Protocol provides fair and reasonable procedures to conduct and
complete discovery in conformance with the schedule set by the
Court.  The Debtors added that the proposed protocol will further
provide immediate access to any participant in the confirmation
process to a repository of more than 14 million pages of materials
already collected and produced.

Judge Glenn stated that the JSNs and the Debtors submitted
additional proposed modifications to the Discovery Protocol after
the deadline for pleadings related to the Motion.  For reasons
stated in open court, Judge Glenn overruled the JSN Objection and
granted the Motion.

In overruling the JSNs' objection, Judge Glenn pointed out that a
Phase I trial of many issues, including postpetition interest,
between the JSNs and the Debtors is scheduled to begin on
Oct. 15, 2013, and a Phase II trial will be conducted, if
necessary, as part of the plan confirmation hearing.  Judge Glenn
said that since the JSNs appear at this time to be the major
objectors to plan confirmation, largely based on the issues that
will be tried as part of the Phase I trial and the Phase II trial
during the confirmation hearing, discovery for both the adversary
proceeding and confirmation substantially overlap.

"Suffice it to say, based on the conduct of the JSNs in this case,
the Court concludes that the JSNs have been engaged in a scorched-
earth effort to delay and derail confirmation of the Plan in this
case at all costs.  While there are some serious legal and factual
issues that separate the parties, the Court believes that the 14
million-plus pages of documents produced so far in this case in
electronically-searchable form provide the JSNs (and any other
parties) with the documents they are entitled to receive in
discovery unless the JSNs (or other parties) can establish good
cause for further targeted discovery," Judge Glenn said.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

The bankruptcy court approved disclosure materials so creditors
can vote on ResCap's reorganization plan. There will be a Nov. 19
confirmation hearing for approval of the plan, funded in part by a
$2.1 billion settlement payment from Ally. The settlement gives
Ally freedom from most lawsuits, although not from those brought
by the FHFA.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Trial on FGIC Settlement Held
--------------------------------------------------
On Aug. 16 and 19, 2013, the Bankruptcy Court held a trial on
Residential Capital's motion for approval of the settlement
agreement with Financial Guaranty Insurance Corporation, the FGIC
Trustees and Certain Institutional Investors.  Since the
conclusion of the trial, the Court has received letters from
counsel on behalf of Federal Home Loan Mortgage Corporation
seeking to introduce additional evidence.  At the trial, all
parties were provided an opportunity to present their case, each
party involved rested their case, and evidence closed at the end
of the trial.

In an order dated Aug. 29, Judge Glenn denied any and all requests
to introduce additional evidence.

The settlement agreement involves 47 separate securitizations with
securities insured by FGIC.  The Settlement Agreement provides for
broad releases of claims asserted by both FGIC and the FGIC
Trustees in connection with the FGIC Insured Trusts.

The settlement would reduce FGIC's claim from $5.5 billion to
$596.5 million and would terminate insurance policies guaranteeing
the payment of principal and interest on mortgage-backed
securities it holds that were issued or serviced by ResCap.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

The bankruptcy court approved disclosure materials so creditors
can vote on ResCap's reorganization plan. There will be a Nov. 19
confirmation hearing for approval of the plan, funded in part by a
$2.1 billion settlement payment from Ally. The settlement gives
Ally freedom from most lawsuits, although not from those brought
by the FHFA.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wants Turnover of Document Depository Delayed
------------------------------------------------------------------
In response to the motion for discharge filed by Retired Judge
Arthur Gonzalez, the court-appointed examiner, Residential Capital
LLC states that they recognize the vigorous efforts made by the
Examiner and his Professionals throughout the bankruptcy cases but
believe that granting the relief requested in the motion regarding
transfer of the Document Depository at this time may be disruptive
to the Chapter 11 plan confirmation process that is currently
underway.

The Debtors ask that if the Court directs the Examiner to turn
over the Document Depository to the Debtors, that turnover should
not take place until after the hearing on confirmation of the
Chapter 11 Plan, which is scheduled to commence on Nov. 19.

The Debtors are represented by Gary S. Lee, Esq., and Jamie A.
Levitt, Esq., at MORRISON & FOERSTER LLP, in New York.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

The bankruptcy court approved disclosure materials so creditors
can vote on ResCap's reorganization plan. There will be a Nov. 19
confirmation hearing for approval of the plan, funded in part by a
$2.1 billion settlement payment from Ally. The settlement gives
Ally freedom from most lawsuits, although not from those brought
by the FHFA.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Counterclaims in UMB, WF Suit Dismissed
------------------------------------------------------------
In the adversary proceeding captioned Residential Capital, LLC, et
al. v. UMB Bank, NA (13-01343)(Bankr. S.D.N.Y.), Judge Glenn
issued an order dated Aug. 29, 2013:

   * dismissing with prejudice the Defendants' Counterclaims
     Nine, Twenty-Two, Twenty-Three, Twenty-Four, Twenty-Five,
     Twenty-Six, Twenty-Eight;

   * dismissing without prejudice Counterclaims Five, Six,
     Twenty-Seven and Thirty because issues regarding default
     interest rate and regarding a 506(c) surcharge are not ripe
     for determination;

   * dismissing with prejudice Counterclaims Seven and Thirty
     Five, only with respect to avoidance actions and commercial
     torts; and

   * denying without prejudice the Debtors' motion to dismiss
     Counterclaim Twenty-Nine.

Judge Glenn, on Aug. 28, heard argument on the Defendants' motion
to dismiss the Debtors' complaint and the Debtors' and the
Official Committee of Unsecured Creditors' motion to dismiss
certain of the Defendants' counterclaims.

With respect to the Defendants' Motion, the Court concluded that
the issues should be resolved on a full evidentiary record, and
therefore the Defendants' Motion to dismiss Counts Three and Five
is denied without prejudice.

Judge Glenn indicated that a memorandum opinion setting forth his
reasoning will follow.

A full-text copy of Judge Glenn's Order is available for free at:

          http://bankrupt.com/misc/RESCAP_umbapord0829.pdf

As previously reported, the Debtors filed a first amended
complaint against UMB Bank, N.A., in its capacity as indenture
trustee for the 9.625% Junior Secured Guaranteed Notes due 2015
issued by Debtor ResCap, Wells Fargo Bank, N.A., in its capacity
as third priority collateral agent and collateral agent for the
Notes; and the Ad Hoc Group of Junior Secured Noteholders.

The Debtors, through the complaint, sought a declaratory judgment
that:

    (i) the JSNs' lien on general intangibles does not include
        any lien on the proceeds of, or value attributed to, the
        sale of the Debtors' assets to Ocwen Loan Servicing,
        LLC, or Walter Investment Management Corp.;

   (ii) the JSNs are not entitled to an adequate protection
        replacement lien because (a) there has been no diminution
        in the value of the Defendants' collateral during the
        pendency of the Chapter 11 Cases, and (b) the Debtors'
        use of cash collateral will not result in a diminution in
        the value of the Defendants' collateral;

  (iii) the JSNs are not entitled to a lien on the assets that
        secure the Ally Financial Inc. Letter of Credit or any
        other assets that have been released from the JSNs'
        collateral;

   (iv) the JSNs are not entitled to a lien on any proceeds from
        avoidance actions prosecuted on behalf of the Debtors'
        estates; and

    (v) the JSNs are undersecured in the aggregate; separately
        and independently, are not oversecured at any individual
        Debtor entity; and, as a result, are not entitled to
        postpetition interest either at the contractual rate or
        the contractual default rate.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

The bankruptcy court approved disclosure materials so creditors
can vote on ResCap's reorganization plan. There will be a Nov. 19
confirmation hearing for approval of the plan, funded in part by a
$2.1 billion settlement payment from Ally. The settlement gives
Ally freedom from most lawsuits, although not from those brought
by the FHFA.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESOURCES IN HEALTHCARE: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Resources in Healthcare Management, LLC
        1055 Wellington Way #275
        Lexington, KY 40513

Bankruptcy Case No.: 13-52167

Chapter 11 Petition Date: September 3, 2013

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Dean A. Langdon, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: dlangdon@dlgfirm.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/kyeb13-52167.pdf

The petition was signed by Lu Anne Wallace, member.


RG STEEL: Seeks Approval to Retain Reed Smith as Special Counsel
----------------------------------------------------------------
RG Steel Wheeling, LLC and its affiliated debtors asked U.S.
Bankruptcy Judge Kevin Carey for green light to retain Reed Smith
LLP as their special litigation counsel.

Reed Smith will continue to provide legal services to RG Steel in
connection with the lawsuit it filed against The Monarch Machine
Tool Co. in the Common Pleas Court in Belmont County, Ohio.

If retained pursuant to an hourly fee arrangement, Reed Smith
would already have earned hourly fees in excess of $425,000 in
connection with the Monarch litigation.  Currently, the firm's
hourly rates range from $365 to $800 for partners; $330 to $630
for counsel; $275 to $450 for associates; and $185 to $320 for
paraprofessionals.

Reed Smith neither hold nor represent an adverse interest on the
matter for which the firm is to be engaged, according to a
declaration by Wayne Stansfield, Esq., a partner at Reed Smith.

A court hearing is scheduled for Oct. 15.  Objections are due by
Sept. 20.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RIVER CANYON: Amended Reorganization Plan Declared Effective
------------------------------------------------------------
River Canyon Real Estate Investments, LLC, notified parties-in-
interest the effective date of its Chapter 11 Plan occurred on
Aug. 16, 2013.

Among other things, the Plan Effective Date was conditioned on the
Debtor obtaining exit financing.  On Aug. 15, the Debtor closed
its exit financing agreement with Lazarus Investments, LLC, in the
amount of up to $10,000,000.  Subsequent to the confirmation
hearing, Lazarus obtained more favorable financing for its funding
obligation from Vista Bank Texas, an FDIC member bank based in
Texas.  In addition to providing an additional $1,000,000 in
credit, the loan from Vista Bank does not require participant
banks or lender custody of certain loan collateral, as would have
been required under the proposed loan from AMG National Bank that
was discussed at the confirmation hearing.  The loan terms between
Lazarus and the Debtor are otherwise substantially the same.

                        Plan Confirmation

On July 31, 2013, the Court entered an order confirming the
Debtor's Revised Fourth Amended Plan of Reorganization and
approving a settlement with Beal Bank.

Under the Beal Bank agreement, the parties agreed to the
bifurcation of Beal's claim into a $2,925,017 secured claim and an
approximately $33 million unsecured deficiency claim.  The Debtor
was to deliver into escrow a set of documents that would
essentially deed to Beal the Debtor's ownership interest in its
real and personal property that comprises Beal's collateral.  In
lieu of the transfer of ownership, the Debtor was given the option
to pay Beal its secured claim amount by Aug. 15, 2013.  If the
payment was timely made, then Beal will have caused the escrowed
documents to be released to the Debtor, the Debtor will have
retained ownership of its property, and Beal will have released
its unsecured claim.

The Beal Agreement further obligates Beal to turnover to the
Debtor deposit accounts under Beal's control with a total balance
of approximately $680,000.  The Debtor is required to release any
and all claims it may have against Beal.  Beal must release its
claims against its guarantors, Glenn Jacks, managing member of MLC
Development, LLC, which is the manager of the Debtor, and two of
his business partners, Dan Hudick and Bill Hudick.

The Reorganized Debtor contemplates funding its Plan obligations
with cash from operations and a $10 million exit financing
facility.

A full-text copy of the Plan is available for free at:

     http://bankrupt.com/misc/RIVER_CANYON_4plan.pdf

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RPR CONTRACTORS: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: RPR Contractors & Equipment Co LLC
        P.O. Box 520
        Lake City, MI 49651

Bankruptcy Case No.: 13-07070

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Robert A. Stariha, Esq.
                  STARIHA LAW OFFICES, P.C.
                  48 W. Main Street, Suite 6
                  Fremont, MI 49412
                  Tel: (231) 924-3761
                  E-mail: slobr@sbcglobal.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $100,001 to $500,000

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb13-7070.pdf

The petition was signed by Renee C. Kozlowski, sole member.


RURAL/METRO: Plan-Support Agreement Wins Approval
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro Corp. received court approval last week
for a plan-support agreement, under which the principal players in
the bankruptcy begun Aug. 4 commit themselves to the outline of a
reorganization plan.

The company is operating with interim approval to borrow
$40 million from a promised $75 million loan facility.  The entire
loan package comes up for approval at a Sept. 12 hearing.

Under the plan-support agreement, negotiated before bankruptcy,
unsecured noteholders are to acquire all of the preferred stock
and 70 percent of the common stock in return for a $135 million
equity contribution.

Buyers on Sept. 6 were offering to purchase the $200 million in
10.125 percent senior unsecured notes for 57.375 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The offering price for
the $108 million in unsecured notes on Sept. 6 was the same.

                  About Rural/Metro Corporation

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


SCICOM DATA: Files Schedules of Assets and Liabilities
------------------------------------------------------
SCICOM Data Services, Ltd. filed with the U.S. Bankruptcy Court
District of Minnesota its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,109,700
  B. Personal Property             9,144,428
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        17,801,787
                                 -----------      -----------
        TOTAL                    $13,254,128      $17,801,787

A full-text copy of the schedules is available for free at:

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

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.


SCICOM DATA: Meeting of Creditors Scheduled for Sept. 10
--------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
in the Chapter 11 case of SCICOM Data Services, Ltd. on Sept. 10,
2013, at 1:30 p.m.  The hearing will be held at US Courthouse, 300
S 4th St, Rm 1017 (10th Floor), in Minneapolis.

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.


SOUTH FLORIDA SOD: Files Amended Schedules of Assets and Debts
--------------------------------------------------------------
South Florida Sod, Inc. filed with the U.S. Bankruptcy Court for
the Middle District of Florida its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $26,003,000.00
  B. Personal Property            703,760.16
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $15,439,428.85
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     13,400,308.00
                              --------------   --------------
        TOTAL                 $26,706,760.16   $28,839,736.90

South Florida Sod said it amended Schedule B to correct these
entries:

25. Automobiles, trucks, trailers
     and other vehicles and
     accessories                                  $292,800.00

26. Boats, motors, and accessories                103,500.00

28. Office equipment, furnishings,
     and supplies                                    5,480.00

29. Machinery, fixtures, equipment,
     and supplies used in business                 174,850.00

33. Farming equipment and implements                     0.00

Counsel for the Debtor may be reached at:

   Frank M. Wolff, Esq.
   WOLFF, HILL, MCFARLIN & HERRON, P.A.
   1851 West Colonial Drive
   Orlando, FL 32804
   Telephone: (407) 648-0058
   Facsimile: (407) 648-0681
   E-mail: fwolff@whmh.com

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.


SOUTH FLORIDA SOD: Seeks to Hire Barfield as Auctioneer
-------------------------------------------------------
South Florida Sod, Inc. seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Barfield
Auctions, Inc., as auctioneer to sell a property of the estate --
specifically, 2110 acres in Little Ocmulgee River, Lumber City,
Wheeler County, Georgia.

Barfield Auctions will be paid 10% of the bid amount in the form
of a buyer's premium, plus advertising and promotion expenses of
$5,725.00, to be paid to the seller.  The Debtor paid the $5,725
advertising and promotion expenses prior to the Petition Date.

The Debtor assures the Court that Barfield has no connection with
the Debtor, creditors, any other party-in-interest.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.


SOUTH FLORIDA SOD: Wants to Employ Wallace T. Long as Accountant
----------------------------------------------------------------
South Florida Sod, Inc., seeks court authority to employ Wallace
T. Long, Jr., CPA and Lynch, Johnson & Long, CPA as accountants,
to prepare its 2012 income tax returns.

The Accountant will be paid its fees and costs for the accounting
services estimated at not exceeding $9,000.00.  The rates of the
firm's accountants are:

Wallace T. Long, Jr., CPA   $150.00
Richard L. Lynch, CPA       $210.00
George Johnson CPA          $175.00
Tom Long, CPA               $130.00
Rhonda Stine                $120.00
Debi Blair                  $120.00

Mr. Long assures the Court that his firm is a disinterested person
within the meaning of 11 U.S.C. Section 101(14) and holds no
interest adverse to the estate.

Mr. Long may be reached at:

   Wallace T. Long, Jr., CPA
   LYNCH, JOHNSON & LONG
   603 N. Indian River Dr., Ste. 300
   Fort Pierce, FL 34950-3057

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.


SOUTH FLORIDA SOD: Can Use Cash Collateral Not to Exceed $45,000
----------------------------------------------------------------
In a second preliminary order dated Sept. 3, 2013, the U.S.
Bankruptcy Court for the Middle District of Florida, authorized
South Florida SOD, Inc., to use cash collateral to pay:

   (a) operating expenses of the debtor and payments to the
       US Trustee for quarterly fees in an amount not to exceed
       $45,000 of cash collateral; and

   (b) such additional amounts as may be expressly approved in
       writing by Secured Creditor Orange Hammock Ranch, LLC.

This authorization will continue until further order of the Court.

Each creditor with a security interest in cash collateral will
have a perfected post-petition lien against cash collateral to the
same extent and with the same validity and priority as the
prepetition lien, without the need to file or execute any document
as may otherwise be required under applicable non-bankruptcy law.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Frank M Wolff, Esq., and Roman V Hammes, Esq., at Wolff Hill
McFarlin & Herron PA, in Orlando, Fla., represent the Debtor as
counsel.


SOUTH FLORIDA SOD: Creditor Asks Court to Terminate Exclusivity
---------------------------------------------------------------
Orange Hammock Ranch, LLC, the principal secured creditor of South
Florida Sod, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Florida to terminate the 120-day period within which
the Debtor has the exclusive right to propose a plan of
reorganization.

According to papers filed with the Court, the Debtor's exclusive
right to file a plan will expire on Nov. 6, 2013.  Orange Hammock
contends that:

  1. Orange Hammock's equity cushion is eroding at a rate of over
$265,000 a month.

  2. Because the continuation of the Exclusivity Period for 120
days will cause unnecessary delay to the detriment of the
creditors and will not increase the likelihood of rehabilitation,
cause exists to terminate the Exclusivity Period.

  3. The Debtor's case is neither large nor complex.

  4. The Debtor has made no progress in negotiating with
creditors.

  5. The Debtor has failed to file any financials to indicate
whether it is paying its debts as they come due.

  6. The Debtor is making no progress toward reorganization.  Its
hay production business has failed to generate any profits and it
is relying on proceeds from the sale of Orange Hammock's
Collateral to fund its operations.

  7. Terminating the Exclusivity Period will provide Orange
Hammock with an opportunity to propose its own plan, stem the
erosion of its equity cushion, and keep the case moving forward.

Counsel for Orange Hammock Ranch, LLC, can be reached at:

         Brian A. McDowell, Esq.
         Robert W. Davis, Jr., Esq.
         HOLLAND & KNIGHT LLP
         200 S. Orange Ave., Ste. 2600
         Orlando, FL 32801
         Tel: (407) 425-8500
         Fax: (407) 244-5288
         E-mail: brian.mcdowell@hklaw.com
                 robert.davis@hklaw.com

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Frank M Wolff, Esq., and Roman V Hammes, Esq., at Wolff Hill
McFarlin & Herron PA, in Orlando, Fla., represent the Debtor as
counsel.


TLO LLC: Hearing on Bid to Extend Exclusive Periods Set for Oct. 1
------------------------------------------------------------------
The hearing on TLO, LLC's motion to extend its exclusivity periods
is scheduled for Oct. 1, 2013, at 11:00 AM.

As previously reported by The Troubled Company Reporter, TLO, LLC,
asked the U.S. Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division, to further extend the time
within which only the Debtor may file a plan to Nov. 5, 2013, and
the time within which only the Debtor may solicit acceptances of
that plan to Jan. 3, 2014.

The Claims Bar Date expired on Sept. 3, and the Debtor will need
to file objections to some of the filed claims.  Additional time
is needed so that claims can be reviewed, analyzed and evaluated
and a plan of reorganization formulated, Alvin S. Goldstein, Esq.,
at FURR AND COHEN, P.A., in Boca Raton, Florida, told the Court.

                           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.


TOP SHIPS: Enters Into Three Stock Purchase Agreements
------------------------------------------------------
TOP Ships Inc. on Sept. 6 disclosed that it has entered into three
Stock Purchase Agreements with an affiliate of the AMCI Poseidon
investment fund by which the Company has agreed to sell the six
shipowning subsidiaries which own the Company's six vessels, for
an aggregate cash consideration of approximately $173 million less
approximately $135 million in debt and swap obligations of the
Company that will be assumed by the buyers.

These Stock Purchase Agreements are subject to approval of the
transactions by the Company's shareholders, consents from the
Company's bank lenders and charterers, if required, and other
customary closing conditions.  The transactions will be considered
at the Company's next Annual General Meeting of shareholders,
expected to take place at the end of September, 2013.  The parties
anticipate that the transactions will close in late October 2013.

The Company intends to use the net proceeds of the sale to pay
down existing liabilities on its balance sheet and, together with
future borrowings, to initiate a program of acquisition of new
vessels.

                         About Top Ships

Located in Maroussi, Greece, Top Ships Inc. (Nasdaq: TOPS) is a
provider of international seaborne transportation services,
carrying petroleum products and crude oil for the oil industry
and drybulk commodities for the steel, electric utility,
construction and agriculture-food industries.  As of May 1, 2013,
its fleet consists of seven owned vessels, including six tankers
and one drybulk vessel.

                       Going Concern Doubt

Deloitte Hadjipavlou, Sofianos & Cambanis S.A., in Athens,
Greece, expressed substantial doubt about Top Ships' ability to
continue as a going concern, citing the Company's recurring
losses from operations and stockholders' capital deficiency.

The Company reported a net loss of US$64.0 million on
US$31.4 million of total revenues in 2012, compared with a net
loss of US$189.1 million on US$80.6 million of total revenues in
2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$211.4 million in total assets, US$198.3 million in total
liabilities, and stockholders' equity of US$13.1 million.


TOTAL GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Total Group, Inc.
        168 Humphrey Street
        Swampscott, MA 01907

Bankruptcy Case No.: 13-15282

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Joseph G. Butler, Esq.
                  LAW OFFICE OF JOSEPH G. BUTLER
                  355 Providence Highway
                  Westwood, MA 02090
                  Tel: (781) 636-3638
                  E-mail: JGB@JGButlerlaw.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mab13-15282.pdf

The petition was signed by James J. Morando, Jr., president.


USG CORPORATION: Fitch Raises Issuer Default Rating to 'B'
----------------------------------------------------------
Fitch Ratings has upgraded the ratings of USG Corporation (NYSE:
USG), including the company's Issuer Default Rating (IDR) to 'B'
from 'B-'. The Rating Outlook is Stable.

Key Rating Drivers

The upgrade reflects USG's improving profitability and credit
metrics this year and the expectation that this trend continues
through at least 2014. The rating for USG also reflects the
company's leading market position in all of its core businesses,
strong brand recognition, its large manufacturing network and
sizeable gypsum reserves. Risks include the cyclicality of the
company's end-markets, excess capacity currently in place in the
U.S. wallboard industry, volatility of wallboard pricing and
shipments and, although improving, the company's still high
leverage position.

The Stable Outlook reflects Fitch's expectation that demand for
USG's products will continue to grow during the remainder of 2013
and into 2014 as the housing market maintains its moderate
recovery and commercial construction activity improves from
cyclical lows.

The rating and Stable Outlook also incorporates USG's solid
liquidity position.

Improving Financial Results and Credit Metrics

Revenues for the first half of 2013 increased 9.4% to $1.73
billion compared with $1.58 billion during the first half of 2012.
More importantly, operating profit (excluding restructuring and
impairment charges) advanced 133% to $126 million during the first
two quarters of 2013 compared with $54 million during the same
period last year, reflecting the company's strong operating
leverage.

USG's Fitch-calculated leverage has improved significantly to 7.1x
for the LTM period ending June 30, 2013 compared with 8.75x at
year-end 2012 and 35.4x at the end of 2011. Fitch expects further
improvement in leverage, with debt to EBITDA projected to be below
6x by year-end 2013. USG also has further opportunity to lower its
leverage levels by calling $400 million of convertible sr.
unsecured notes, which would likely be converted into equity. USG
is currently evaluating if and how much of the convertible notes
it will call while still preserving its roughly $2 billion of net
operating loss carryforwards.

Interest coverage also increased to 1.6x for the June 30, 2013 LTM
period from 1.3x in 2012 and 0.3x in 2011. Fitch expects the
interest coverage ratio will settle at around 2x at the conclusion
of 2013. USG's interest coverage ratio could also improve further
if the convertible notes are converted into equity as this debt
carries a 10% coupon.

Strong Liquidity Position

As of June 30, 2013, USG had $813 million of liquidity comprised
of $416 million of cash, $113 million of short-term marketable
securities, $25 million of long-term marketable securities and
$259 million of borrowing availability under its U.S. and Canadian
credit facilities. In addition, the company's consolidated joint
ventures (JV) in Oman have two credit facilities totaling $36
million, of which $33 million was available to the JV for term
loan borrowings. Fitch expects USG's liquidity will remain healthy
during the next 12 - 18 months. Fitch currently projects USG's
overall liquidity will be between $775 million and $825 million at
the end of 2013 and will remain above $700 million at the end of
2014. USG has no major debt maturities until 2016, when $500
million of senior notes become due.

Cyclicality of End Markets

USG markets its products primarily to the construction industry,
with approximately 24% of the company's 2012 net sales directed
toward new residential construction, 22% derived from new non-
residential construction, 52% from the repair and remodel segment
(commercial and residential) and 2% from other industrial
products.

Fitch's housing estimates for 2013 follow: Single-family starts
are forecast to grow 18.3% to 633,000, while multifamily starts
expand about 19% to 292,000; single-family new home sales should
increase approximately 22% to 448,000 as existing home sales
advance 7.5% to 5.01 million. Total housing starts are projected
to expand 18% in 2014 to 1.1 million as single-family starts
advance 22% and multi-family starts gain 9%. New home sales should
improve 24% while existing home growth should moderate to 5%.

Fitch projects home-improvement spending will increase 4% in 2013
following an estimated 5.4% improvement during 2012. Growth
patterns in the intermediate term are likely to be below what the
industry experienced during the 1999 to 2006 periods due to slower
growth in the U.S. economy and only moderately improved housing
market conditions. Growth in this segment will also be restrained
by tight bank lending standards, which will make it difficult for
homeowners to use credit to finance large remodeling projects. As
such, Fitch expects spending for big-ticket remodeling projects to
lag the overall growth in the home improvement sector. Fitch
projects home-improvement spending will advance 5% in 2014.

The fundamentals of the U.S. commercial real estate (CRE) continue
to improve at a moderate pace following the recent economic
recession. CRE vacancy rates are falling modestly and rents are
moderately rising as the economy slowly advances. Fitch currently
expects continued, positive property-level fundamentals across
most asset classes. Fitch expects new construction activity to
remain positive during the remainder of the year and into 2014
despite weak growth in the U.S. economy, lingering problems of key
European economies, and continued challenges in the CRE capital
markets. Fitch projects private nonresidential construction will
grow 2% in 2013 and 5% in 2014.

Wallboard Pricing Strategy Holding Up

At the end of 2011, major wallboard manufacturers announced that
they were eliminating the practice of job quotes. In the past, job
quotes provided pricing protection for customers, particularly for
their large projects. However, this practice limited the
realization of price increases implemented by manufacturers.

During the past two years, major manufacturers announced an annual
one-time price increase effective at the beginning of 2012 and
2013. The pricing increases were realized in 2012 and appear to be
holding so far in 2013. USG's average U.S. wallboard price grew
17.4% yoy during 1Q'13 and advanced 16.4% yoy during 2Q'13.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad economic
and construction market trends, as well as company specific
activity, particularly free cash flow trends and liquidity.

Additional positive rating actions may be considered if the
company shows further improvement in financial results and
operating metrics, including debt to EBITDA levels trending at or
below 4x and interest coverage above 3x, while maintaining at
least $500 million of liquidity.

On the other hand, a negative rating action may be considered if
the projected improvement in the construction market dissipates,
leading to revenue declines in the 15% - 20% range, EBITDA margins
in the low to mid-single digit range and total liquidity falling
below $300 million.

Fitch has upgraded the following ratings for USG:

-- Long-term IDR to 'B' from 'B-';
-- Secured bank credit facility to 'BB/RR1' from 'BB-/RR1';
-- Senior unsecured guaranteed notes to 'BB-/RR2' from 'B+/RR2'.
-- Senior unsecured notes to 'B/RR4' from 'B-/RR4';
-- Convertible senior unsecured notes to 'B/RR4' from 'B-/RR4'.

Fitch's Recovery Rating (RR) of 'RR1' on USG's $400 million
secured revolving credit facility indicates outstanding recovery
prospects for holders of this debt issue. Fitch's 'RR2' on USG's
unsecured guaranteed notes indicates superior recovery prospects.
(Currently, $659 million of unsecured notes are guaranteed on a
senior unsecured basis by certain of USG's domestic subsidiaries.)
Fitch's 'RR4' on USG's senior unsecured notes that are not
guaranteed by the company's subsidiaries indicates average
recovery prospects for holders of these debt issues. Fitch applied
a going concern valuation analysis for these RRs.


V. BARILE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: V. Barile Inc.
        3 53rd Street
        Brooklyn, NY 11232

Bankruptcy Case No.: 13-45403

Chapter 11 Petition Date: September 3, 2013

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Heath S. Berger, Esq.
                  BERGER, FISCHOFF & SHUMER, LLP
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382
                  E-mail: hberger@sfbblaw.com

Scheduled Assets: $1,456,924

Scheduled Liabilities: $2,661,462

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nyeb13-45403.pdf

The petition was signed by Michael Walby, president.


W.R. GRACE: Expected to Exit Chapter 11 by Yearend or Early 2014
----------------------------------------------------------------
W.R. Grace & Co. is expected to exit bankruptcy in the fourth
quarter of 2013 or the first quarter of 2014, allowing the
company more flexibility with its capital and potentially
returning it to shareholders.

"They have a very good balance sheet. There are three basic
business segments, the most profitable one is our catalyst
division, which sells catalysts for the refining process. They
just instituted a price increase earlier in the year, a double-
digit price increase, so they have some pricing power there," Ben
Kallo, senior analyst at Robert W. Baird & Co., told The Wall
Street Transcript.

According to Mr. Kallo, the company has improved operations and
is also expected to benefit from a change in the economic
atmosphere due to a rebound in construction, the report related.
He further said that W.R. Grace could become an acquisition
target once it emerges from bankruptcy protection.

"They have construction-chemical business, which has been weak
over the past few years as construction was weak -- that is
recovering. They did a lot of streamlining of the business in the
downturn, so when we started seeing a pickup in that business, we
got a lot of leverage there," the news agency quoted Mr. Kallo as
saying.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: 3rd Cir. Nixes Montana, Canada Challenges to Plan
-------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit on Sept. 3 shot
down objections raised by the State of Montana and Her Majesty
the Queen in Right of Canada (the "Crown") to W.R. Grace & Co.'s
confirmed Chapter 11 plan of reorganization.

A three-judge panel of the Third Circuit composed of Judges
Ambro, Fisher and Jordan, in an opinion dated Sept. 4, 2013,
backed a Delaware federal court's decision to affirm the
bankruptcy court's order overruling the objections raised by the
state of Montana and the Canadian government.  The panel said
that the plan sufficiently covers their asbestos liabilities
claims, the report related.

W.R. Grace, which has been in bankruptcy since 2001, had its
reorganization plan confirmed by the Bankruptcy Court and
affirmed by the District Court.  The Company, however, remains in
bankruptcy because several parties-in-interest appealed from the
confirmation and affirmation orders, complaining the Plan
prejudices their rights.  Among those who filed appeals were the
State of Montana, where Grace's former vermiculite mine is
located, and the Crown.

The State of Montana and the Canadian Government seek
contribution and indemnification from the Debtors for claims
filed by victims of exposure to asbestos-containing products
produced by the Debtors, and, in the case of the State of
Montana, claims filed by victims of exposure to asbestos mined at
the Debtors' vermiculite mine in Libby, Montana.  As a result of
Grace's production of asbestos-containing materials, Montana and
the Crown have been subject to asbestos-related lawsuits due to
their alleged failure to warn their citizens of the risks posed
by Grace's products and activities.

Montana and the Crown contend that their particular "requests"
for contribution and indemnification somehow fall outside of the
channeling injunction's scope. They say that their "requests"
cannot be considered "claims" because claims for contribution and
indemnification do not technically arise until a judgment or
settlement has been paid, and at the time of Grace's bankruptcy
petition no such judgments had been entered against either
Montana or the Crown. Their "requests" are also not "demands,"
they explain, because those requests are not personal injury,
wrongful death, or property damage claims, and thus they did not
"aris[e] out of the same or similar conduct" as the claims
subject to the injunction.

On the issue of "claims," the Third Circuit held that a "claim"
can exist "before a right to payment exists under state law."
Regardless of when Montana and the Crown may have had judgments
entered against them, the material fact is that Grace's asbestos-
related activities underlie any rights to indemnification and
contribution that they can assert, the Third Circuit ruled.
Grace's relevant activities all occurred long before its
bankruptcy filing, and thus, to the extent that Montana and the
Crown have "claims," those claims arose before confirmation of
the Joint Plan, the Third Circuit added.

With regards to the issue of "demands," the Third Circuit also
ruled that Montana's and the Crown's argument fail.  The Third
Circuit held that although they claim that requests for
contribution and indemnification do not arise from the same
conduct as personal injury or property damage claims, that
argument ignores the underlying basis for such requests --
Grace's alleged asbestos liability.  Any action that Montana and
the Crown say they have against Grace arises from the same events
as do all the other claims and demands covered by the channeling
injunction, namely Grace's production of asbestos-containing
materials, the Third Circuit pointed out.  Therefore, if Montana
and the Crown have requests for payment that were not "claims"
during the bankruptcy proceeding, those requests would meet the
definition of "demand" in Section 524(g), the Third Circuit
ruled.

More fundamentally, the arguments made by Montana and the Crown
are based on a misunderstanding of the purpose of Section 524(g),
the Third Circuit held.  By arguing that they have "requests" for
payment from Grace that cannot be called "claims" or "demands,"
Montana and the Crown suggest that those terms constitute
discreet categories, and that some asbestos-related actions fall
into neither category and thus cannot be subject to Section
524(g), the Third Circuit added.

The Third Circuit further stated, "The text and history of
Section 524(g) tell us just the opposite.  As for the text,
Section 524(g)'s definition of "demand" overlaps to some degree
with the Bankruptcy Code's definition of "claim" -- a "demand"
could be a request for payment that was not raised during the
bankruptcy proceeding, which also fits the Code's definition of a
"claim."  Furthermore, by taking the already broad definition of
"claim" and expanding it to include all other "demands for
payment" that arise from the same conduct, Section 524(g) evinces
an intent to include all potential asbestos-related liability of
a debtor, regardless of when such liability arose."

In July, the Third Circuit also denied Garlock Sealing
Technologies LLC's appeal from W.R. Grace's Plan, holding that
Garlock lacked standing to block the reorganization plan,
rejecting Garlock's contention that it would be injured by the
plan.  In the last quarter of 2012, a group of claimants called
the Libby Claimants withdrew their appeal from the Plan following
a settlement agreement with the Debtors and other plan
proponents.

The case is In Re: W.R. Grace & Co., et al., Debtors, in Her
Majesty the Queen in Right of Canada, Appellant in 12-1521 and
The State of Montana, Appellant in 12-2904 (3rd. Circ.).  A full-
text copy of the Third Circuit's Decision is available at
http://is.gd/sdTexffrom Leagle.com.

Jacqueline Dais-Visca, Esq., Senior Counsel at Ontario Regional
Office, in Toronto, Ontario; Kevin J. Mangan, Esq. --
kmangan@wcsr.com ; Francis A. Monaco, Jr., Esq. --
fmonaco@wcsr.com ; and Matthew P. Ward, Esq. -- maward@wcsr.com
-- at Womble, Carlyle, Sandridge & Rice, Counsel for Appellant
her Majesty the Queen, In Right of Canada by the Attorney General
of Canada.

Kevin J. Mangan, Esq., Francis A. Monaco, Jr., Esq., and Matthew
P. Ward, Esq., at Womble, Carlyle, Sandridge & Rice, is also
Counsel for Appellant State of Montana.

John Donley, Esq. -- john.donley@kirkland.com ; Lisa G. Esayian,
Esq. -- lisa.esayian@kirkland.com ; Adam C. Paul, Esq. --
adam.paul@kirkland.com ; and Christopher Landau, Esq. --
christopher.landau@kirkland.com -- at Kirkland & Ellis; as well as
Roger J. Higgins, Esq. -- rhiggin@rogerhigginslaw.com -- at The
Law Offices of Roger Higgins LLC; and Laura D. Jones, Esq. --
ljones@pszjlaw.com ; and James E. O'Neill, III, Esq. --
joneill@pszjlaw.com -- at Pachulski Stang Ziehl & Jones, serve as
counsel for Appellee W.R. Grace & Co.

Mark T. Hurford, Esq. -- mhurford@camlev.com -- at Campbell &
Levine; and Peter V. Lockwood, Esq. -- plockwood@capdale.com --
at Caplin & Drysdale, Counsel for Appellee Official Committee of
Asbestos, Personal Injury.

Elisa Alcabes, Esq. -- elcabes@stblaw.com -- Mary Beth Forshaw,
Esq. -- mforshaw@stblaw.com -- and Andrew T. Frankel, Esq. --
afrankel@stblaw.com -- at Simpson, Thacher & Bartlett; Robert J.
Dehney, Esq. -- rdehney@mnat.com -- at  Morris, Nichols, Arsht &
Tunnell; and Neal J. Levitsky, Esq. --
mlevitsky@foxrothschild.com -- and Seth A. Niederman, Esq. --
sniederman@foxrothschild.com -- at Fox Rothschild; Counsel for
Appellee Travelers Casualty & Surety Co.

Roger L. Frankel, Esq. -- rfrankel@orrick.com -- at Orrick,
Herrington & Sutcliffe, Counsel for Appellee David T. Austern,
Asbestos PI Future, Claimants Representative.

Mark M. Maloney, Esq. -- mmaloney@kslaw.com ; Thaddeus D.
Wilson, Esq. -- thadwilson@kslaw.com ; Ashley C. Parrish, Esq.
-- aparrish@kslaw.com ; Matthew S. Owen, Esq. -- mowen@kslaw.com ;
and Carolyn M. Sweeney, Esq. -- csweeney@kslaw.com -- of King
Spalding LLP serve as Counsel for Amicus Curiae Imperial Tobacco
Canada, Limited.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: 3rd Circuit Dismisses Anderson Memorial's Plan Appeal
-----------------------------------------------------------------
A three-judge panel composed of Judges Ambro, Fisher and Jordan
in the U.S. Court of Appeals for the Third Circuit junked
Anderson Memorial Hospital's appeal from the orders confirming
the Chapter 11 Plan of Reorganization of W.R. Grace & Co. and its
debtor affiliates.

AMH, which first filed suit against Grace and its affiliates in
South Carolina state court in 1992, seeking class-wide redress
for property damage caused by asbestos-containing products that
Grace had manufactured, argued in its appeal that (A) the Plan
does not meet the requirements of Section 524(g) of the
Bankruptcy Code, (B) the Plan fails to provide equal treatment
pursuant to Section 1123(a)(4), (C) Grace has not shown that the
Plan was proposed in good faith pursuant to Section 1129(a)(3),
and (D) Grace has not shown that the Plan is feasible pursuant to
Section 1129(a)(11).

In an opinion dated Sept. 4, 2013, the Third Circuit affirmed the
judgment of the District Court.  The Third Circuit explained that
Section 524(g) explicitly states that the asbestos trusts can
cover property damage, so an interpretation that makes those
trusts impossible cannot be consistent with congressional intent.
Furthermore, as the Bankruptcy Court demonstrated, AMH's "mutual
exclusivity" theory would effectively read the category of
present demands out of the statute, the Third Circuit pointed
out.  For these reasons, the Third Circuit affirmed the District
Court's conclusion that because "[i]t still remains unknown (and
may never be ascertained) how many entities and individuals were
affected by these products, the precise quantity of asbestos-
laden products that were sold, which buildings the products were
used in and how much was used per building, or the percentage of
these entities that have successfully removed the asbestos
products from their buildings," "there remains a significant
chance that future property damage claims will be asserted
against Grace by property damage claimants."

The Third Circuit further ruled that, in this case, Grace has
demonstrated that the Plan is fair, and AMH has provided no real
argument that the Plan was not "proposed with honesty and good
intentions and with a basis for expecting that reorganization can
be effected."  Moreover, the Third Circuit held that none of
AMH's arguments led the Circuit Court to conclude that the
District Court clearly erred in affirming the Bankruptcy Court's
factual conclusion that the Plan would likely succeed.  As the
District Court noted, Grace needed only to demonstrate a
reasonable likelihood of success, not an absolute certainty.
Grace's evidence remains uncontradicted, the Third Circuit said.
AMH has produced no evidence supportive of its objection, the
Third Circuit pointed out.

Although Grace has offered little insight into the methodology
used to arrive at the conclusion that $37.3 million provides an
adequate reserve for the PD liability payments, the scale of
related claims satisfies the Circuit Court that $1.6 billion in
possible funding (an amount AMH has not refuted) has a reasonable
likelihood of providing for all claims, the Third Circuit said.
Accordingly, the Third Circuit affirmed the conclusion that the
Plan is feasible.

The case is In Re: WR Grace & Co., et al., Debtors, Anderson
Memorial Hospital, Appellant, NOS. 12-2923 AND 12-3143 (3rd.
Circ.).  A full-text copy of the Third Circuit's Decision is
available at http://is.gd/r76X7Ifrom Leagle.com.

Christopher D. Loizides, Esq., at Loizides & Associates; David L.
Rosendorf, Esq. -- dlr@kttlaw.com -- at Kozyak Tropin &
Throckmorton; and Daniel A. Speights, Esq., Speights & Runyan, are
Counsel for Appellant, Anderson, Memorial Hospital.

Mr. Loizides may be reached at:

         Christopher D. Loizides, Esq.
         LOIZIDES & ASSOCIATES
         1225 King Street, Suite 800
         Wilmington, Delaware 19801

Mr. Speights may be reached at:

         Daniel A. Speights, Esq.
         SPEIGHTS & RUNYAN
         200 Jackson Avenue East
         P.O. Box 685
         Hampton, South Carolina 29924-0000
         Local: (803) 943-4444
         Fax: (803) 943-4599

John Donley, Esq., Lisa G. Esayian, Esq., Adam C. Paul, Esq., at
Kirkland & Ellis; Laura D. Jones, Esq., and James E. O'Neill,
III, Esq., at Pachulski Stang Ziehl & Jones; Christopher Landau,
Esq., at Kirkland & Ellis, Counsel for W.R. Grace, Official,
Committee of Equity Security Holders, David T. Austern and
Garlock, Sealing Technologies, LLC.

Roger J. Higgins, Esq., Counsel for W.R. Grace, Official,
Committee of Equity Security Holders, David T. Austern, Garlock
Sealing, Technologies, LLC and John M. Thomas.

Andrew N. Rosenberg, Esq. -- arosenberg@paulweiss.com -- at Paul,
Weiss, Rifkind, Wharton & Garrison, Counsel for David T. Austern,
Her Majesty Queen of Canada.

Kevin J. Mangan, Esq., Francis A. Monaco, Jr., Esq., Matthew P.
Ward, Esq., at Womble, Carlyle, Sandridge & Rice, Counsel for Her
Majesty Queen, of Canada, Official Committee, of Equity Security
Holders, David T. Austern, CNA Financial, Corp. Loews and State
of Montana.

Philip Bentley, Esq. -- pbentley@kramerlevin.com -- at Kramer,
Levin, Naftalis & Frankel, Counsel for Official Committee, of
Equity Security Holders, David T. Austern and John M. Thomas.

Garland S. Cassada, Esq. -- gcassada@rbh.com -- Susan M. Huber,
Esq. -- shuber@rbh.com -- and Richard C. Worf, Jr., Esq. --
rworf@rbh.com -- at Robinson Bradshaw & Hinson.

Brett D. Fallon, Esq. -- bfallon@morrisjames.com -- at Morris
James, Counsel for Official Committee, Equity Security Holders,
David T. Austern and Garlock, Sealing Technologies, LLC.

Teresa K.D. Currier, Esq. -- tcurrier@saul.com -- at Saul Ewing,
Counsel for Official Committee, of Equity Security Holders and
David T. Austern.

Roger L. Frankel, Esq., and Richard H. Wyron, Esq. --
rwyron@orrick.com -- at Orrick, Herrington & Sutcliffe, Counsel
for David T. Austern.

Alan B. Rich, Esq., Counsel for Property Damage, Future Claims
Representative.  Mr. Rich may be reached at:

         Alan B. Rich, Esq.
         Suite 4244
         1201 Elm Street
         Dallas, TX 75270

Elizabeth M. DeCristofaro, Esq. -- emdecristofaro@fmew.com -- at
Ford, Marrin, Esposito, Witmeyer & Gleser.

Michael S. Giannotto, Esq. -- mgiannotto@goodwinprocter.com --
and Frederick C. Schafrick, Esq. -- fschafrick@goodwinprocter.com
-- at Goodwin Procter, Counsel for Continental Casualty Co.

Elisa Alcabes, Esq., Mary Beth Forshaw, Esq., and Andrew T.
Frankel, Esq., Simpson, Thacher & Bartlett; and Neal J. Levitsky,
Esq., and Seth A. Niederman, Esq., at Fox Rothschild, Counsel for
Travelers Casualty, & Surety Co.

Mark T. Hurford, Esq., Campbell & Levine; and Peter V. Lockwood,
Esq., at Caplin & Drysdale, Counsel for Official Committee of,
Asbestos Personal Injury Claimants.

Edward C. Toole, Jr., Esq. -- toolee@pepperlaw.com -- at Pepper
Hamilton, Counsel for BNSF Railway Co.

Matthew S. Owen, Esq., Ashley C. Parrish, Esq., Carolyn M.
Sweeney, Esq., at King & Spalding, and Thaddeus D. Wilson, Esq.,
at King & Spalding, Counsel for Proposed Amicus, Imperial Tobacco
Canada Ltd.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Dispute on Lenders' Interest Payment Remains Pending
----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit on Sept. 4 issued
two orders dismissing three appeals from the Chapter 11 Plan of
Reorganization of W.R. Grace & Co. and its debtor affiliates.
Peg Brickley, writing for Daily Bankruptcy Review, noted that the
Debtors have defeated four out of the five appeals that were
holding up their exit from bankruptcy.

There remains one challenge left to be decided -- a $199 million
question about how much interest the Debtors owe on its bank
loans.  The prepetition bank lenders insist that they are
entitled to the interest payment because the Debtors are solvent,
pointing out in briefs filed in July that the Debtors' market
capitalization was approximately $6.3 billion.

In their appeal, the Bank Lenders asked the Third Circuit to
determine whether Judge Buckwalter of the U.S. District Court for
the District of Delaware erred:

    (1) in affirming the January 31, 2011 order of the U.S.
        Bankruptcy Court for the District of Delaware confirming
        Grace's First Amended Joint Plan of Reorganization dated
        as of December 23, 2010, which extinguishes Grace's
        contractual obligations to the Bank Lenders, including
        the obligation to pay interest on money borrowed at the
        rate provided in the applicable credit agreements, while
        allowing Grace's shareholders to retain their equity
        interests in the company -- equity interests valued at
        over $2.97 billion as of April 21, 2011.

    (2) by not awarding default interest as provided for in the
        Bank Lenders and Grace's Credit Agreements despite
        Grace's failure to pay either the principal amount of the
        loan or interest when due following Grace's commencement
        of its Chapter 11 bankruptcy case;

    (3) by not awarding default interest as provided for in the
        Credit Agreements following Grace's failure to pay either
        the principal amount of the loan or interest due upon the
        scheduled payment or maturity dates set forth in the
        Credit Agreements;

    (4) in concluding that Grace cannot be held responsible for
        contractual defaults after it commenced its Chapter 11
        bankruptcy case on the basis that the terms of Credit
        Agreements were preempted by the Bankruptcy Code;

    (5) in concluding that the Joint Plan does not impair the
        Bank Lenders' claims within the meaning of Section 1124
        of the Bankruptcy Code given that the Joint Plan provides
        for payment of interest on the Bank Lenders' claims at a
        rate that is lower than the rate set forth in the
        applicable credit agreements, deprives the Bank Lenders
        of attorneys' fees and facility fees that Grace owes, and
        discharges Grace of all further obligations to the Bank
        Lenders;

    (6) in concluding that Section 1129(b) of the Bankruptcy Code
        is not applicable to confirmation of the Joint Plan;

    (7) in concluding that, if Section 1129(b) is applicable, the
        Joint Plan satisfies this section, because among other
        things, equity is retaining value at the expense of the
        Bank Lenders, and made a series of erroneous factual
        findings and legal conclusions in connection with this
        conclusion;

    (8) in concluding that, if Section 1129(b) is applicable, the
        Joint Plan satisfies this section, when among other
        things, equity is benefiting at the expense of the Bank
        Lenders;

    (9) in concluding that there is no basis in evidence or law
        to support a finding that Grace is "solvent" when, among
        other things, the Joint Plan provides for Grace's
        existing shareholders to retain their valuable equity
        interests in the Company, without the agreement of the
        Bank Lenders and without requiring them to receive
        postpetition interest at the rate set forth in the
        applicable credit agreements;

   (10) in concluding that the Joint Plan complies with Section
        1129(a)(7) of the Bankruptcy Code when the Joint Plan
        provides for payment to the Bank Lenders at a rate that
        is less than the "legal rate" of interest; and

   (11) in concluding that no prepetition interest is owed to the
        Bank Lenders under the Credit Agreements despite, among
        other things, Grace's admission that some prepetition
        interest amounts are owed to the Bank Lenders as part of
        their claims.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WATERSTONE AT PANAMA: Lenox Mtge Dismissal Motion Under Advisement
------------------------------------------------------------------
At the Sept. 5, 2013 hearing to consider Secured Creditor Lenox
Mortgage XVIII LLC's motion to dismiss Waterstone at Panama City
Apartments, LLC's Chapter 11 case, Judge Timothy J. Mahoney
entered this ruling: Under Advisement.

Frederick Stehlik, Esq., appeared for the Debtor; Steve Turner,
Esq., and Brandon Tomjack, Esq., appeared for Lenox Mortgage
XVIII, LLC.

As reported in the TCR on July 18, 2013, Lenox Mortgage XVIII LLC,
in its motion to dismiss the Chapter 11 case of Waterstone at
Panama City Apartments, LLC, argued that:

   a. There exists substantial or continuing loss to or diminution
of the Debtor's real estate, including without limitation, on the
basis Debtor lacks sufficient cash flow for normal required
maintenance and capital expenditures.

   b. There is the absence of any reasonable likelihood of any
rehabilitation of Debtor, including, without limitation, on the
basis that Debtor lacks sufficient capital or cash flow to
maintain normal operations and to fund any Chapter 11 plan.

   c. The Debtor's filing of this bankruptcy case was not
authorized under applicable law or by the directors of The
Tapestry Group, Inc., the sole member of Debtor.  The Statement
and Resolutions Adopted Regarding Authority to Sign and File
Petition alleges that Edward E. Wilczewski is the interim
President of Tapestry; however, there are no effective corporate
resolutions and/or consents from Tapestry granting EW the
authority to sign the Debtor's bankruptcy petition and related
filings.

   d. The Debtor has failed to satisfy reporting requirements
established by the Bankruptcy Code.  In particular, part 4 of
Debtor's statement of financial affairs filed herein fails to
identify a lawsuit filed by Springbrook Apartments, Ltd. against
the Debtor and Tapestry.  In its lawsuit, Springbrook Apartments,
Ltd. asserted several causes of action against the defendants,
including breach of contract, fraud, negligent misrepresentation,
money had and received, conversion, statutory fraud and fraudulent
transfer, constructive trust, and alter ego.

   e. The filing or prosecution by Debtor of its bankruptcy
petition has occurred in bad faith.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., and Frederick D.
Stehlik, Esq., at Gross & Welch, P.C., L.L.O., represent s the
Debtor in its restructuring efforts.  The Debtor disclosed
$26,159,064 in assets and $26,120,989 in liabilities as of the
Chapter 11 filing.  The petition was signed by Edward E.
Wilczewski, manager.


WEST 380: Opposes Ch. 7 Conversion, Says No Assets to Administer
----------------------------------------------------------------
West 380 Family Care Facility d/b/a North Texas Community Hospital
and Doctors' Hospital objects to the U.S. Trustee's Motion to
Convert, or in the alternative, Dismiss, the Chapter 11 case of
the Debtor -- saying that it has no remaining assets to administer
in a Chapter 7 proceeding and no means to pay employees and
administrative expenses.

The Debtor adds that there is no possibility of any distribution
to unsecured creditors because all of its assets were encumbered
by liens in favor the Internal Revenue Service of about $1.9
million and to secured bondholders of more than $50 million.

The Debtor relates that its primary asset, the non-profit North
Texas Community Hospital in Bridgeport, Texas, has been sold to
Wise Regional Medical Center for about $20 million and the sale
closed effective on March 27, 2013.

The Debtor reveals that since the sale, it has been collecting the
accounts receivable and has paid the proceeds to the IRS.  It has
paid over $1.5 million to the IRS.  The only receivables left are
uninsured receivables where the costs of collection outweigh the
potential benefit.  After consulting with the IRS, the Debtor said
it is preparing a motion to sell the remaining accounts
receivables for a lump sum cash payment and to pay the proceeds to
the IRS.

With the consummation of the Sale, the Debtor asserts that it will
have not any other assets.  The Debtor adds that it estimates
sufficient cash to pay reduced salaries to employees and the
balance of administrative expenses for the next 30 days.  If there
were any remaining cash, it would be payable to the IRS under the
cash collateral orders, the Debtor specifies.

The Debtor adds that it has one more cost report to Medicare that
needs to be completed which has been delayed due to an error in
Medicare's records as to the effective date of the sale but the
report is expected be completed in the next 30 days.

Moreover, the Debtor insists that case dismissal at this time is
premature and will only prevent the orderly wind down of the case.
The Debtor tells the Court that it intends to imminently file
motions to sell accounts receivable and to reject executory
contracts.  The Debtor says it will request that the Court
consider dismissal of its case immediately following the entry of
orders on these last matters.

                Creditors Committee Files Joinder

Meanwhile, the Official Committee of Unsecured Creditors filed a
joinder in the City of Bridgeport's opposition to the Motion to
Convert.  As previously reported by The Troubled Company Reporter
on Aug. 29, 2013, the City of Bridgeport believes conversion of
the case to Chapter 7 at this time will have a negative impact on
its community.  The City, however, joins the U.S. Trustee's
request to dismiss the case.

Counsel to West 380 are:

         STRASBURGER & PRICE, LLP
         Stephen Roberts, Esq.
         Andrew G. Edson, Esq.
         720 Brazos St., Suite 700
         Austin, Texas 7870
         Tel: (512) 499-3600
         Fax: (512) 499-3660

Counsel to the Creditors' Committee is:

         QUILLING SELANDER LOWNDS WINSLETT MOSER P.C.
         William L. Medford, Esq.
         2001 Bryan Street, Suite 1800
         Dallas TX 75201
         Tel: (214) 880-1825
         Fax: (214) 871-2111
         E-mail: wmedford@qslwm.com

The U.S. Trustee is represented by:

         Meredith A. Kippes
         Lisa L. Lambert
         Elizabeth Ziegler
         Erin Schmidt
         Office of the U.S. Trustee
         1100 Commerce Street
         Room 976
         Dallas, TX 75242
         E-mail: Meredyth.a.kippes@usdoj.gov
                 Lisa.l.lambert@usdoj.gov
                 Elizabeth.ziegler@usdoj.gov
                 erin.schmidt2@usdoj.gov

Texas Attorney General can be reached at:

         Hal Morris
         Casey Roy
         Office of the Attorney General
         State of Texas
         PO Box 12548
         Austin, TX 78711-2548
         E-mail: Hal.morris@texasattorneygeneral.gov
                 Casey.roy@texasattorneygeneral.gov

The Indenture Trustee is represented by:

         MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
         Ian Hammel
         U.S. Bank National Association
         One Financial Center
         Boston, MA 02111
         E-mail: ahornridge@mintz.com
                 iahammel@mintz.com

            -- and --

         HAYNES AND BOONE, LLP
         Trey A. Monsour
         John D. Penn
         2323 Victory Avenue, Suite 700
         Dallas, Texas 75219
         Tel: 214-651-5000
         Fax: 214-651-5940
         E-mail: trey.monsour@haynesboone.com

The DIP Lender is represented by:

         FULBRIGHT & JAWORSKI, L.L.P.
         William Greendyke
         Ryan Manns
         Wise Regional Health System
         2200 Ross Avenue, Suite 2800
         Dallas, TX 75201-2784
         E-mail: wgreendyke@fulbright.com
                 rmanns@fulbright.com
                 lkalesnik@fulbright.com
                 skortmeyer@fulbright.com

                         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.


WESTERN FUNDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Western Funding Incorporated
        3915 E. Patrick Lane
        Las Vegas, NV 89120

Bankruptcy Case No.: 13-17588

Chapter 11 Petition Date: September 4, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Laurel E. Davis

Debtors' Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  810 S. Casino Center Boulevard, #101
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: mzirzow@lzlawnv.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Western Funding Inc. of Nevada     13-17586
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000
Global Track GPS, LLC              13-17589
  Assets: $100,001 to $500,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Frederick A. Cooper, president, chief
executive officer, and director.

A. Western Funding Nevada's list of its largest unsecured
creditors filed with the petition does not contain any entry.

B. Global Track GPS's list of its largest unsecured creditors
filed with the petition does not contain any entry.

C. Western Funding Inc.'s List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cope Family Ventures               Subordinated Note    $4,198,537
920 Essex Avenue
Henderson, NV 89015

Adriana F. Merrell & Timothy Trust Subordinated Note    $1,163,475
35940 Camelot Circle
Wildomar, CA 92595

Timothy J. Salas                   Subordinated Note      $764,073
4246 Conrad Avenue
San Diego, CA 92117

Credit Express                     Dealer Agreement       $630,504
P.O. Box 425
Waterflow, NM 87421

Jerry Willis Motors, LLC           Dealer Agreement       $519,239
2892 Highway 178 E
Tupelo, MS 38804

Guerin B. Senter                   Employee               $318,892
2314 Prometheus Court
Henderson, NV 89074

Monzon Auto Sales                  Dealer Agreement       $300,322
4245 East 8th Avenue
Hialeah, FL 33013

Danielle Merrell                   Subordinated Note      $260,479
37444 Hydrus Place
Murrieta, CA 92563

Holland & Hart                     Professional ? Legal   $197,847

Bobbie Fae Clare                   Subordinated Note      $192,755

Deals with Wheels, LLC             Dealer Agreement       $158,119

Sharon L. Hoops                    Subordinated Note      $150,000

NM Autos Direct                    Dealer Agreement       $132,180

Autos Unlimited Inc.               Dealer Agreement       $113,329

J.C. Bromac Corp.                  Dealer Agreement       $106,218

Patricia A. Cousino                Subordinated Note      $105,234

MAS Motors                         Dealer Agreement       $105,233

H E or Trina Lobaugh               Subordinated Note      $104,192

Lois E. West                       Subordinated Note      $104,192

Virginia Hall                      Subordinated Note      $104,192


WINDMILL DURANGO: Can Use $25,000 of Cash Collateral in Interim
---------------------------------------------------------------
Windmill Durango Office II, LLC, obtained interim approval from
the U.S. Bankruptcy Court for the District of Nevada to use up to
$25,000 of cash collateral of Bank of Nevada.

The Debtor can use cash collateral only to the extent it
preserves, protects, and maintains the Debtor's property and
building.

Bank of Nevada loaned the Debtor $13 million in June 2008, which
loan was to finance the construction of a 56,000 square foot, two-
story office building.

As protection for the cash collateral use, (i) the Debtor will
segregate net rents after payments of expenses permitted or
otherwise consented by the Bank; and (ii) the Bank is granted a
postpetition replacement lien in all and to all of the Debtor's
postpetition receipts to the extent of any diminution in the value
of the cash collateral.

Meanwhile, Richard F. Holley, Esq. and Ogonna M. Atamoh, Esq., of
the law firm Cotton, Driggs, Walch, Holley, Woloson & Thompson, on
behalf of Bank of Nevada, and Matthew C. Zirzon, Esq., of the law
firm Larson & Zirzow, LLC, on behalf of the Debtor stipulate to
continue the final hearing on the Debtor's Cash Collateral Motion
to Oct. 1, 2013, at 10:30 a.m., at LED-Courtroom 3, Foley Federal
Bldg.  It is further stipulated that the deadline to file
supplemental blind briefs in connection with the Cash Collateral
Motion is set for Sept. 24, 2013.

                        About Windmill Durango

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) on July 25, 2013.  The petition
was signed by Jeff Susa, managing member of IDC Windmill Durango,
LLC, the general partner of Windmill Durango, LP, manager and sole
member.  The Debtor disclosed assets of $817,652 and liabilities
of $14,239,365.  Judge Laurel E. Davis presides over the case.
Flangas McMillan Law Group is the Debtor's special corporate and
litigation counsel.


WINDMILL DURANGO: Wants to Tap Flangas McMillan as Special Counsel
------------------------------------------------------------------
Windmill Durango Office II, LLC, seeks permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Flangas
McMillan Law Group as its special counsel.

Dimitri P. Dalacas, Esq., of Flangas McMillan attests that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The rates of Flangas McMillan professionals are:

        Professional                Hourly Rate
        ------------                -----------
        Shareholders                $295 to $375
        Associates/Of Counsel       $275 to $300

The Debtor also asks the Court for permission to employ Larson &
Zirzow as general reorganization counsel.

Both law firms will coordinate their efforts to avoid any
duplication of efforts, the Debtor relates.

Flangas McMillan hourly rates are substantially less than those
charged by L&Z and will result in overall cost savings to the
estate, the Debtor points out.

Hearing on the Debtor's request is set for Oct. 1, 2013 at 10:30
a.m.

                        About Windmill Durango

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) on July 25, 2013.  The petition
was signed by Jeff Susa, managing member of IDC Windmill Durango,
LLC, the general partner of Windmill Durango, LP, manager and sole
member.  The Debtor disclosed assets of $817,652 and liabilities
of $14,239,365.  Judge Laurel E. Davis presides over the case.


WINDMILL DURANGO: Files Amended Schedules of Assets and Debts
-------------------------------------------------------------
Windmill Durango Office II, LLC, filed with the U.S. Bankruptcy
Court for the District of Nevada its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               807,652
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,232,958
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                             6,407
                                 -----------      -----------
        TOTAL                       $807,652      $14,239,365

                        About Windmill Durango

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) on July 25, 2013.  The petition
was signed by Jeff Susa, managing member of IDC Windmill Durango,
LLC, the general partner of Windmill Durango, LP, manager and sole
member.  The Debtor disclosed assets of $817,652 and liabilities
of $14,239,365.  Judge Laurel E. Davis presides over the case.
Flangas McMillan Law Group is the Debtor's special corporate and
litigation counsel.


WYR CORPORATION: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: WYR Corporation
          dba Liceo Infantil Nieves
        Cond Camelot 140, Apt 1301
        San Juan, PR 00926

Bankruptcy Case No.: 13-07370

Chapter 11 Petition Date: September 5, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Diomedes M Lajara Radinson, Esq.
                  LAJARA RADINSON & ALICEA PSC
                  1303 Americo Miranda Ave
                  San Juan, PR 00921
                  Tel: (787) 781-6767
                  Fax: (787) 774-9324
                  E-mail: dlajara@lra-law.com

Scheduled Assets: $1,021,730

Scheduled Liabilities: $719,646

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/prb13-7370.pdf

The petition was signed by Rosemarie Colon Berrios, secretary-
director.


YSC INC: Washington State Hotel Owner Files With Two Properties
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that YSC Inc., the 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-bk-17946) on Aug. 30 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.


* Safe Harbor Doesn't Protect Tech Co.'s Fraudulent Statements
--------------------------------------------------------------
Law360 reported that a New Jersey appellate panel upheld a
$502,000 judgment against the principal of a defunct technology
company who defrauded investors by falsely claiming relationships
with Hewlett-Packard Co. and others, ruling the judge did not
errantly apply securities law to the case.

According to the report, a two-judge panel on the Superior Court
of New Jersey's Appellate Division upheld a judgment for Kenneth
Gruber and Murray Gruber, who invested a combined $300,000 with
Alan S. Kaplan and his firm Xactis Corp.  The Grubers sued Kaplan
to recoup their investments, the report related.


* Bankruptcy Filings on Track for 5-Year Low
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports, citing a review of court records, that bankruptcy filings
in the U.S. are on track to reach a five-year low after dropping
last month, and commercial filings are falling faster than new
cases brought by individuals.

August saw 89,000 bankruptcies of all types, a 12 percent drop
from July and a 15 percent decline from the year-earlier period,
according to data compiled from court records by Epiq Systems Inc.
August bankruptcies were the third-lowest of any month in 2013.
The 721,000 bankruptcies filed this year through August represent
a 14 percent decline from the same period in 2012, according to
the data. Business bankruptcies of all types, about 3,800, plunged
24 percent from a year earlier. August commercial bankruptcies
rose 5 percent from July.

The decline resulted from "lowered consumer borrowing since the
financial crisis," Sam Gerdano, executive director of the American
Bankruptcy Institute, said in a statement.  Gerdano predicted that
bankruptcies this year will total just over 1 million, the fewest
since 2008.

Commercial Chapter 11 filings, used by larger companies to
reorganize or sell assets, declined 10 percent in August compared
with the year-earlier period, although there were 10 percent more
new cases than in July.  Commercial Chapter 11s can swing up or
down from month to month because one large company may go bankrupt
along with dozens of affiliates and each filing is counted
separately.

Large-company bankruptcies aren't likely to pick up in the near
future, according to a report by Moody's Investors Service on the
liquidity of junk-rated businesses.  In August, Moody's liquidity-
stress index crept up 0.3 percent to 3.7 percent from the month
before.  That's below the long-term average of 7.2 percent.  The
index measures the percentage of junk-rated companies with the
weakest liquidity.

Filings this year have declined in all 50 states, while Puerto
Rico bucked the trend by showing an increase.  The states with the
most bankruptcies per capita in August were Tennessee, Georgia and
Alabama.  That order has held since earlier this year when Georgia
replaced Alabama in second place.  Bankruptcies throughout the
U.S. declined 14 percent in 2012 to 1.19 million from 1.38 million
the year before.  The 2011 filings represented a 12 percent
decline from 1.56 million in 2010, the most since 2005's record
2.1 million.  In the final two weeks before the laws tightened in
2005, 630,000 Americans sought bankruptcy protection.


* Bert Lacativo Joins Houlihan Lokey's Forensic Services Practice
-----------------------------------------------------------------
Houlihan Lokey, the international investment bank, on Sept. 9
disclosed that Bert Lacativo has joined the firm to establish its
Forensic Services practice as an extension of the Financial
Advisory Services business.  Under Mr. Lacativo's leadership, the
Forensic Services practice will provide the firm's clients with a
range of services including corporate investigations and forensic
accounting, bankruptcy and insolvency investigations, anti-fraud
program assessment and development, and anti-corruption
consulting.  Mr. Lacativo is based in Houlihan Lokey's Dallas
office.

With more than 30 years of experience, both as a Special Agent in
the Federal Bureau of Investigation and in a number of private
sector roles, Mr. Lacativo has led numerous high-profile fraud-
related investigations across a range of industries.  In addition
to investigative work, Mr. Lacativo has helped clients develop and
implement a range of fraud prevention techniques and programs and
is a frequent speaker on the topic.

"Bert has worked on some of the most sensitive fraud
investigations over the past two decades, and his depth and
breadth of experience, both domestic and international, is nearly
unmatched in the industry," said Jack Berka, Global Head of
Financial Advisory Services.  "We're confident that his experience
and expertise will be of tremendous value to our clients and that
Forensic Services will become an integral element of our client-
centric strategy at Houlihan Lokey," he added.

Mr. Lacativo joins Houlihan Lokey from Mesirow Financial
Consulting, and earlier in his career served as a partner in
PricewaterhouseCoopers' Forensic Services practice.  He holds a
B.B.A. from Iona College and is a Certified Public Accountant
licensed in New York, Illinois, and Texas.  Mr. Lacativo is also a
Certified Fraud Examiner, Association of Certified Fraud Examiners
Board of Regents Emeritus member and holds the AICPA's
certification in Financial Forensics.

"I'm delighted to have joined a firm with the global reach, client
base, and top-tier financial advisory services expertise that
Houlihan Lokey has achieved.  Forensics and investigations are a
natural extension of the independent financial advice and dispute
resolution consulting services that the firm has come to be known
for, and I look forward to joining my colleagues in delivering the
first-class client service that our clients expect from us," said
Mr. Lacativo.

In addition, John Stanley has joined the firm as a Director in
Forensic Services, also based in Dallas.  Mr. Stanley will focus
on investigations, anti-fraud, and anti-corruption consulting.  He
joins from PricewaterhouseCoopers where he served as a Director in
both the United States and Japan advising global clients on
compliance and investigative matters.  Previously, he held
additional roles at FTI Consulting and American Airlines.
Mr. Stanley holds a B.B.A. from the University of Texas at Austin
and is also a Certified Fraud Examiner.

"The establishment of a Forensic Services practice is an excellent
addition to our suite of services, particularly as it pertains to
our financial due diligence process within Transaction Advisory
Services.  We're excited to work with Bert, John, and others as
this practice continues to grow," said Sam Clark, Global Head of
Transaction Advisory Services at Houlihan Lokey.

Houlihan Lokey -- http://www.HL.com-- is an international
investment bank with expertise in mergers and acquisitions,
capital markets, financial restructuring, and valuation.  The firm
serves corporations, institutions, and governments worldwide with
offices in the United States, Europe, and Asia.  Independent
advice and intellectual rigor are hallmarks of our commitment to
client success across our advisory services.  Houlihan Lokey is
ranked globally as the No. 1 restructuring advisor, the No. 1 M&A
fairness opinion advisor over the past 10 years, and the No. 1 M&A
advisor for U.S. transactions under $3 billion, according to
Thomson Reuters.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------        ------   --------    -------
ABSOLUTE SOFTWRE   OU1 GR         126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ALSWF US       126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ABT CN         126.4      (13.6)     (13.3)
ADVANCED EMISSIO   ADES US         87.0      (42.3)     (18.0)
ADVANCED EMISSIO   OXQ1 GR         87.0      (42.3)     (18.0)
ADVENT SOFTWARE    ADVS US        824.6     (114.8)    (202.7)
ADVENT SOFTWARE    AXQ GR         824.6     (114.8)    (202.7)
AIR CANADA-CL A    AC/A CN      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AC/B CN      9,238.0   (3,470.0)    (452.0)
AK STEEL HLDG      AKS US       3,772.7     (181.0)     473.3
AK STEEL HLDG      AKS* MM      3,772.7     (181.0)     473.3
ALLIANCE HEALTHC   AIQ US         528.2     (131.1)      64.8
AMC NETWORKS-A     9AC GR       2,460.3     (680.1)     735.0
AMC NETWORKS-A     AMCX US      2,460.3     (680.1)     735.0
AMER AXLE & MFG    AXL US       3,008.7     (101.6)     345.2
AMER AXLE & MFG    AYA GR       3,008.7     (101.6)     345.2
AMR CORP           AAMRQ* MM   26,216.0   (8,216.0)  (1,034.0)
AMR CORP           AAMRQ US    26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)     263.0
ANGIE'S LIST INC   ANGI US        111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL TH         111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL GR         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA    ARRY US        136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 TH         136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 GR         136.0      (21.9)      70.7
AUTOZONE INC       AZO US       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 TH       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 GR       6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G   BERY US      5,045.0     (251.0)     550.0
BERRY PLASTICS G   BP0 GR       5,045.0     (251.0)     550.0
BIOCRYST PHARM     BCRX US         39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 TH          39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 GR          39.9       (9.0)      21.6
BOSTON PIZZA R-U   BPF-U CN       156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   DOO CN       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   BRPIF US     1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   B15A GR      1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO   BLDR US        505.5       (8.5)     188.3
BUILDERS FIRSTSO   B1F GR         505.5       (8.5)     188.3
CABLEVISION SY-A   CVC US       7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVY GR       7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   CZR US      26,844.8     (738.1)     833.8
CAESARS ENTERTAI   C08 GR      26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR   CALD US        123.1       (2.2)       2.8
CALLIDUS SOFTWAR   CSQ GR         123.1       (2.2)       2.8
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)       -
CC MEDIA-A         CCMO US     15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CHH US         562.7     (520.0)      75.1
CHOICE HOTELS      CZH GR         562.7     (520.0)      75.1
CIENA CORP         CIE1 GR      1,727.4      (83.2)     763.4
CIENA CORP         CIEN US      1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH      1,727.4      (83.2)     763.4
CIENA CORP         CIEN TE      1,727.4      (83.2)     763.4
CINCINNATI BELL    CBB US       2,145.4     (719.7)     (43.2)
DELTA AIR LI       DAL US      45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       OYC GR      45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       DAL* MM     45,772.0   (1,184.0)  (5,880.0)
DENDREON CORP      DNDN US        576.9     (100.5)     246.8
DEX MEDIA INC      DXM US       3,701.0       (6.0)     361.0
DIAMOND RESORTS    D0M GR       1,073.5      (81.3)     682.4
DIAMOND RESORTS    DRII US      1,073.5      (81.3)     682.4
DIRECTV            DIG1 GR     20,921.0   (5,688.0)     (81.0)
DIRECTV            DTV CI      20,921.0   (5,688.0)     (81.0)
DIRECTV            DTV US      20,921.0   (5,688.0)     (81.0)
DOMINO'S PIZZA     EZV GR         468.8   (1,328.8)      73.7
DOMINO'S PIZZA     EZV TH         468.8   (1,328.8)      73.7
DOMINO'S PIZZA     DPZ US         468.8   (1,328.8)      73.7
DUN & BRADSTREET   DNB US       1,902.0   (1,097.0)    (194.9)
DUN & BRADSTREET   DB5 GR       1,902.0   (1,097.0)    (194.9)
DYAX CORP          DY8 GR          70.7      (37.0)      43.0
DYAX CORP          DYAX US         70.7      (37.0)      43.0
EVERYWARE GLOBAL   EVRY US        340.7      (53.6)     134.8
FAIRPOINT COMMUN   FRP US       1,606.4     (400.5)      19.6
FERRELLGAS-LP      FEG GR       1,440.6      (29.0)       9.9
FERRELLGAS-LP      FGP US       1,440.6      (29.0)       9.9
FIFTH & PACIFIC    LIZ GR         846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US         846.2     (213.7)     (64.6)
FINJAN HOLDINGS    FNJND US         2.7       (2.5)      (3.0)
FOREST OIL CORP    FOL GR       1,913.7      (67.4)    (129.4)
FOREST OIL CORP    FST US       1,913.7      (67.4)    (129.4)
FREESCALE SEMICO   1FS GR       3,129.0   (4,583.0)   1,235.0
FREESCALE SEMICO   FSL US       3,129.0   (4,583.0)   1,235.0
GENCORP INC        GY US        1,411.1     (366.9)      27.9
GENCORP INC        GCY TH       1,411.1     (366.9)      27.9
GENCORP INC        GCY GR       1,411.1     (366.9)      27.9
GLG PARTNERS INC   GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)     156.9
GLOBAL BRASS & C   6GB GR         576.5      (37.0)     286.9
GLOBAL BRASS & C   BRSS US        576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US        78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ CN          78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)     298.5
HALOGEN SOFTWARE   HGN CN          22.8      (46.2)      (9.4)
HCA HOLDINGS INC   2BH GR      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   HCA US      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH TH      27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN   5HD GR       6,459.0   (1,720.0)   1,199.0
HD SUPPLY HOLDIN   HDS US       6,459.0   (1,720.0)   1,199.0
HOVNANIAN ENT-A    HOV US       1,618.9     (478.5)     929.3
HOVNANIAN ENT-A    HO3 GR       1,618.9     (478.5)     929.3
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP TQ          1.0      (16.2)      (8.9)
INCONTACT INC      SAAS US          -        (86.5)       -
INCONTACT INC      DKF GR           -        (86.5)       -
INCYTE CORP        INCY US        334.2      (27.8)     210.4
INCYTE CORP        ICY TH         334.2      (27.8)     210.4
INCYTE CORP        ICY GR         334.2      (27.8)     210.4
INFOR US INC       LWSN US      6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   INSY US         22.2      (63.5)     (70.0)
INSYS THERAPEUTI   NPR1 GR         22.2      (63.5)     (70.0)
IPCS INC           IPCS US        559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR       1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   JE CN        1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   JE US        1,505.7     (215.4)     (97.4)
L BRANDS INC       LTD US       6,072.0     (861.0)     613.0
L BRANDS INC       LTD GR       6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH       6,072.0     (861.0)     613.0
LIN MEDIA LLC      L2M GR       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      L2M TH       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      LIN US       1,221.8      (63.5)     (97.2)
LIPOCINE INC       LPCN US          0.0       (0.0)      (0.0)
LORILLARD INC      LO US        3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LLV TH       3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LLV GR       3,335.0   (1,855.0)   1,587.0
MANNKIND CORP      NNF1 GR        212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 TH        212.4     (152.4)    (234.6)
MANNKIND CORP      MNKD US        212.4     (152.4)    (234.6)
MARRIOTT INTL-A    MAR US       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAQ TH       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAQ GR       6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO   MBII US         17.8      (45.1)     (21.6)
MDC PARTNERS-A     MDZ/A CN     1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MD7A GR      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MDCA US      1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A    MEG US         739.6     (206.4)      30.6
MERITOR INC        MTOR US      2,477.0   (1,059.0)     278.0
MERITOR INC        AID1 GR      2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA   MACK US        107.3      (58.3)      28.2
MONEYGRAM INTERN   MGI US       5,075.8     (148.2)      30.1
MORGANS HOTEL GR   MHGC US        580.7     (163.7)       9.9
MORGANS HOTEL GR   M1U GR         580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)       -
NATIONAL CINEMED   XWM GR         831.0     (308.8)     122.2
NATIONAL CINEMED   NCMI US        831.0     (308.8)     122.2
NAVISTAR INTL      NAV US       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR GR       8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   ITH GR         412.8      (40.5)     144.1
NEKTAR THERAPEUT   NKTR US        412.8      (40.5)     144.1
NYMOX PHARMACEUT   NYMX US          1.8       (7.4)      (1.9)
NYMOX PHARMACEUT   NY2 GR           1.8       (7.4)      (1.9)
NYMOX PHARMACEUT   NY2 TH           1.8       (7.4)      (1.9)
ODYSSEY MARINE     OMEX US         28.0       (7.1)     (15.5)
OMEROS CORP        OMER US         23.1      (12.3)      10.4
OMTHERA PHARMACE   OMTH US         18.3       (8.5)     (12.0)
PALM INC           PALM US      1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDL GR         401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDLI US        401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDL TH         401.4       (1.3)      46.7
PHILIP MORRIS IN   PMI SW      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1 TE      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 TH      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1CHF EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1EUR EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 GR      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM US       37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM FP       37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR     PHMO34 BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PG6 GR       1,102.0      (70.2)     194.4
PLY GEM HOLDINGS   PGEM US      1,102.0      (70.2)     194.4
PROTECTION ONE     PONE US        562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US        474.4      (42.0)      99.0
QUINTILES TRANSN   QTS GR       2,426.7   (1,322.3)     217.5
QUINTILES TRANSN   Q US         2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A   RGC* MM      2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RETA GR      2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC US       2,608.4     (697.9)     (21.2)
RENAISSANCE LEA    RLRN US         57.0      (28.2)     (31.4)
RENTPATH INC       PRM US         208.0      (91.7)       3.6
REVLON INC-A       RVL1 GR      1,269.7     (632.4)     180.6
REVLON INC-A       REV US       1,269.7     (632.4)     180.6
RITE AID CORP      RAD US       6,945.4   (2,357.5)   1,822.5
RURAL/METRO CORP   RURL US        303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US       1,892.1     (280.5)     523.4
SALLY BEAUTY HOL   S7V GR       1,892.1     (280.5)     523.4
SILVER SPRING NE   SSNI US        506.9      (86.7)      69.5
SILVER SPRING NE   9SI GR         506.9      (86.7)      69.5
SUNESIS PHARMAC    SNSS US         50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR         50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN TH         50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US          0.2       (2.0)      (2.0)
SUPERVALU INC      SJ1 GR       4,691.0   (1,084.0)       2.0
SUPERVALU INC      SJ1 TH       4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU* MM      4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU US       4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS    TU8 GR       3,369.8     (191.4)       -
TAUBMAN CENTERS    TCO US       3,369.8     (191.4)       -
THRESHOLD PHARMA   THLD US        104.5      (25.2)      80.0
THRESHOLD PHARMA   NZW1 GR        104.5      (25.2)      80.0
TOWN SPORTS INTE   CLUB US        414.5      (43.7)     (14.3)
TOWN SPORTS INTE   T3D GR         414.5      (43.7)     (14.3)
TROVAGENE INC-U    TROVU US         9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US       2,062.9     (441.1)    (266.6)
ULTRA PETROLEUM    UPM GR       2,062.9     (441.1)    (266.6)
UNISYS CORP        USY1 GR      2,275.8   (1,536.0)     412.2
UNISYS CORP        UISEUR EU    2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS1 SW      2,275.8   (1,536.0)     412.2
UNISYS CORP        USY1 TH      2,275.8   (1,536.0)     412.2
UNISYS CORP        UISCHF EU    2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS US       2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD   VGR US       1,069.5     (129.5)     384.8
VECTOR GROUP LTD   VGR GR       1,069.5     (129.5)     384.8
VENOCO INC         VQ US          695.2     (258.7)     (39.2)
VERISIGN INC       VRSN US      2,524.8     (273.9)     312.7
VERISIGN INC       VRS TH       2,524.8     (273.9)     312.7
VERISIGN INC       VRS GR       2,524.8     (273.9)     312.7
VIRGIN MOBILE-A    VM US          307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US        334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR       1,310.8   (1,561.1)     (84.7)
WEIGHT WATCHERS    WTW US       1,310.8   (1,561.1)     (84.7)
WEST CORP          WSTC US      3,462.1     (819.5)     338.0
WEST CORP          WT2 GR       3,462.1     (819.5)     338.0
WESTMORELAND COA   WLB US         933.6     (281.6)     (11.1)
XERIUM TECHNOLOG   XRM US         600.8      (35.1)     123.8
XOMA CORP          XOMA GR         76.9      (16.9)      46.5
XOMA CORP          XOMA TH         76.9      (16.9)      46.5
XOMA CORP          XOMA US         76.9      (16.9)      46.5
YRC WORLDWIDE IN   YRCW US      2,172.5     (641.5)     105.5



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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