TCR_Public/130918.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 18, 2013, Vol. 17, No. 259


                            Headlines

1007 LLC: Voluntary Chapter 11 Case Summary
ACE SERVICE: Case Summary & 20 Largest Unsecured Creditors
AGFEED INDUSTRIES: 1st Amendment to Cash Collateral Order Approved
AGFEED INDUSTRIES: Equity Panel Taps Sugar Felsenthal as Counsel
AGFEED INDUSTRIES: Equity Panel Taps Elliott Greenleaf as Counsel

AGFEED INDUSTRIES: Examiner Sought by U.S. Trustee
AGFEED INDUSTRIES: U.S. Trustee Claims "Massive Fraud"
ALVARION LTD: NASDAQ Delisting Hearing Set for Oct. 3
AMERICAN AXLE: Fitch Rates New $150MM Secured Term Loan 'BB+'
AMERICAN AIRLINES: Allowed to Pay Committee Lawyers' Fees

AMERICAN AIRLINES: Seeks Dec. 31 Deadline for AA Pact
AMERICAN AIRLINES: Committee Drops Objections to WF, MFE Claims
AMERICAN AIRLINES: Reports August 2013 Revenue, Traffic Results
AMERICAN RAILCAR: S&P Raises CCR to 'BB-' & Revises Outlook
ANTIOCH COMPANY: Court Wants Stipulated Order in Vantiv Plea

ARI-RC 6: Hearing on Cash Collateral Use Continued Until Nov. 6
ARI-RC 6: Court Sets Nov. 15 as Claims Bar Date
ARMORWORKS ENTERPRISES: May Hire Employ Arnold & Porter
ARMORWORKS ENTERPRISES: Exit Financing to Fund Plan Payments
ARTESIA LLC: Case Summary & 2 Unsecured Creditors

ATARI INC: Sept. 17 Hearing on Exclusivity Motion Cancelled
ATP OIL: Court OKs Cash Collateral Access Until Sept. 22
ATP OIL: Wants Until Oct. 31 to Decide on Unexpired Leases
AZ T 15814: Case Summary & Largest Unsecured Creditor
BEAR ISLAND: Case Re-assigned to Judge Keith Phillips

BEAZER HOMES: New $200MM Sr. Notes Issue Gets Moody's Caa2 Rating
BELLE FOODS: Gets Court OK to Tap Barfield Murphy as Accountants
BHCO, LLC: Case Summary & 3 Largest Unsecured Creditors
BMA INDUSTRIES: Voluntary Chapter 11 Case Summary
BOISE PAPER: Moody's Mulls Possible Upgrade of Ba2 CFR

BOISE PAPER: S&P Puts 'BB' CCR on CreditWatch Positive
CALCEUS ACQUISITION: S&P Assigns 'B' Rating on $350MM Term Loan
CALFRAC WELL: Moody's Says Mission Well Deal a Credit Positive
CHA CHA ENTERPRISES: BDO USA Okayed as Accountant and Tax Advisor
CHA CHA ENTERPRISES: Final Cash Collateral Hearing on Oct. 2

CHA CHA ENTERPRISES: Taps Smith Commercial as Real Estate Broker
CITY HOMES: Case Summary & 19 Largest Unsecured Creditors
COSTA BONITA: Disputes Asociacion's Case Dismissal Bid
CT TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable
D&L ENERGY: Amends Schedules of Assets and Liabilities

DESARROLLADORA ORAMA: Case Summary & 4 Largest Unsecured Creditors
DESIGNLINE CORP: Panel Can Tap Benesch Friedlander as Co-Counsel
DESIGNLINE CORP: Panel Can Tap Moon Wright as Co-Counsel
EARL GAUDIO: Committee Hires Evans Forehlich as Local Counsel
EARL GAUDIO: Panel Hires Sorling Northrup as Special Counsel

ENERGAE LP: Two North Dakotans Files New Petition for Receivership
ENERGY FUTURE: Creditor Groups Continue Talks on Friday
EVERGREEN OIL: Clean Harbors Buying Biz Under Confirmed Plan
EXIDE TECHNOLOGIES: Severance Approved
FIRSTENERGY CORP: Fitch Affirms 'BB+' Issuer Default Rating

FISKER AUTOMOTIVE: Energy Dept. to Sell Defaulted Loan on Oct. 11
G. L. MCNEILL: Case Summary & 20 Largest Unsecured Creditors
GATOR ENTERPRISES: Voluntary Chapter 11 Case Summary
GLOBAL AXCESS: Taps Smith Gambrell as Bankruptcy Counsel
GMG CAPITAL: Case Summary & 18 Largest Unsecured Creditors

GMG CAPITAL PARTNERS: Wants to Employ Olshan Frome as Counsel
GMG CAPITAL PARTNERS: Section 341(a) Meeting Set on October 16
HARSCO CORP: Moody's Keeps Ratings Over Planned Division Sale
HOSPEDERIA VILLA: Case Summary & 13 Largest Unsecured Creditors
INTERSTATE PROPERTIES: May Use Cash Collateral Until Sept. 30

IRISH BANK RESOLUTION: Borrower Doesn't Want Suits Halted
JCK HOTELS: Sept. 26 Hearing on Bid for Final Decree Closing Case
JEANS.COM INC: Case Summary & 20 Largest Unsecured Creditors
KSL MEDIA: Case Summary & 20 Largest Unsecured Creditors
LANDAUER HEALTHCARE: Gets Final OK to Access Cash Collateral

LANDAUER HEALTHCARE: Has Go-Signal to Auction Off Assets
LEHMAN BROTHERS: Land Developer Struggles After Bankruptcy Filing
LEHMAN BROTHERS: In Australia, Creditors Await Payouts
LIFE CARE: Court Amends Order on Hamlyn Application
LONGVIEW POWER: No Unsecured Creditors Committee Appointed

LONGVIEW POWER: Taps Ernst & Young as Tax Advisor
LONGVIEW POWER: Hires Lazard Freres as Investment Banker
MADISON HOTEL: Lender Finds Scrivener's Error in Plan Order
MARTINELL ENTERPRISES: Case Summary & Creditors List
MGIC INVESTMENT: S&P Affirms 'B-' Rating & Revises Outlook to Pos.

MI PUEBLO: Littler Mendelson Approved as Special Counsel
MI PUEBLO: Perkins Coie Approved as Special Counsel
MI PUEBLO: Can Hire Avant Advisory as Financial Advisors
MI PUEBLO: Panel Can Hire Protiviti Inc. as Financial Advisor
MI PUEBLO: Panel Can Hire Stutman as Reorganization Counsel

MLK CORPORATION: Case Summary & 7 Largest Unsecured Creditors
MONTREAL MAINE: Trustee Seeks $5MM Carve-Out From Sale Proceeds
MOUNTAIN COUNTRY PARTNERS: Trustee Taps Elliot Davis as Accountant
MSD PERFORMANCE: Has Authority to Use Cash Collateral Until Oct. 6
MSD PERFORMANCE: Proposes to Sell Assets Through Bidding & Auction

MSD PERFORMANCE: Seeks to Employ Jones Day as Lead Ch. 11 Counsel
NEIMAN MARCUS: Fitch Says CDS Gap Out on Ares $6BB Acquisition
NORTHERN BEEF: Lincoln Int'l Okayed as Investment Banker
PARK-OHIO: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
PATRIOT COAL: Peabody Says It No Longer Owes Benefits to Retirees

PATRIOT COAL: Michigan Dep't of Treasury Opposes Plan Confirmation
PATRIOT COAL: Peabody Energy Sues to Avoid Paying Health Benefits
PENTON BUSINESS: Refinancing Triggers Moody's Upgrade Watch
PENTON BUSINESS: S&P Raises CCR to 'B'; Outlook Stable
PERSKY ENTERPRISES: Voluntary Chapter 11 Case Summary

PERSONAL COMMUNICATIONS: Auction Slated for Oct. 9
POMONA RDA: Moody's Confirms Ba1 Rating on Outstanding Bonds
PREFERRED PROPPANTS: Moody's Lowers CFR One Notch to 'Caa1'
PREMIER GOLF: Can Employ Kenneth Hoyt as Substitute Counsel
PRITHVI CATALYTIC: Voluntary Chapter 11 Case Summary

QBEX ELECTRONICS: Deadline to Decide on Prologis Lease on Dec. 10
QBEX ELECTRONICS: Plan Filing Deadline Extended to Oct. 28
QUEEN ELIZABETH: Claims Bar Date on October 28
RESIDENTIAL CAPITAL: Nearing Deal With Syncora on Scheduling
RESIDENTIAL CAPITAL: Wants Prompt Ruling on Syncora Claim

RESIDENTIAL CAPITAL: Bid to Hire NewOak Capital Withdrawn
RESIDENTIAL CAPITAL: Has Deal to Settle 151 RMBS Servicing Claims
RGR WATKINS: Case Summary & 20 Largest Unsecured Creditors
ROGERS BANCSHARES: Simmons Nat'l Buys Metropolitan National Bank
RURAL/METRO CORP: Ambulance Service Files Plan at Deadline

SAVOY GROUP: Case Summary & 16 Largest Unsecured Creditors
SEGA BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
SHILOH INDUSTRIES: Moody's Affirms B1 CFR Following Contech Deal
SOBAREA RANCHES: Case Summary & 8 Largest Unsecured Creditors
SPIG INDUSTRY: Voluntary Chapter 11 Case Summary

STELERA WIRELESS: Committee Wants to Hire Polsinelli as Counsel
T.V. 10'S: Updated Case Summary & Creditors' Lists
TEE INVESTMENT: Hearing on Case Conversion Reset Until Nov. 13
VESTMAN CONSTRUCTION: Case Summary & Creditors List
VPR OPERATING: Panel Balk at Sale of Substantially All Assets

WASHINGTON COMMUNITIES: Voluntary Chapter 11 Case Summary

* Disclosing Ownership of LLC Isn't Enough to Abandon
* Fitch Says FX Volatility Puts Strain on U.S. Corporate Revenues
* Moody's Releases Report on US State Oversight for Local Units
* Moody's Notes Continued Growth of Ambulatory Surgery Centers
* Larry Summers Withdraws Name from Fed Consideration

* Merrill Lynch Must Face Mortgage Lawsuit, Judge Says
* Missouri's Receivership Law Due for Reform
* SEC Settlement over Money Fund that "Broke the Buck" Breaks Down
* Two Bank Failures Bring Year's Total to 22

* Upcoming Meetings, Conferences and Seminars

                            *********

1007 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 1007 LLC
        1025 Thomas Jefferson Street, Suite 165G
        Washington, DC 20007

Bankruptcy Case No.: 13-00569

Chapter 11 Petition Date: September 11, 2013

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Michael H. Selter, Esq.
                  MANELLI SELTER PLLC
                  2000 M Street, #700
                  Washington, DC 20036
                  Tel: (202) 261-1000
                  E-mail: mselter@mdslaw.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 Geary S. Simon, managing member.


ACE SERVICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ace Service Centers, Inc.
          dba Ace Tire Centers of Chula Vista
              Ace Tire Centers of El Cajon
              Ace Tire Centers of Kerny Mesa
              Ace Tire Centers of Lemon Grove
          fdba Ace Tire Centers of Poway
        14144 Peachtree Lane
        Poway, CA 92064

Bankruptcy Case No.: 13-09145

Chapter 11 Petition Date: September 12, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Judith A. Descalso, Esq.
                  LAW OFFICES OF JUDITH A. DESCALSO
                  960 Canterbury Place, Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  E-mail: jad@jdescalso.com

Estimated Assets: $500,001 to $1,000,000

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb13-09145.pdf

The petition was signed by Mark D. Pugh, president.


AGFEED INDUSTRIES: 1st Amendment to Cash Collateral Order Approved
------------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the first amendment to the final
order authorizing AgFeed USA, LLC, et al., to use cash collateral
securing their prepetition indebtedness.

The Final Order is amended to provide that the Debtors' authority
to use Cash Collateral automatically expired on the earlier of (i)
Sept. 13, 2013, at 11:59 p.m. (Eastern time), or (ii) regardless
of whether the Debtors have expended the entire amount set forth
in the budget, the failure by the Debtors to comply with any
provision of the Final Order as amended or the occurrence of any
event of default.

The Sale Milestones in the Final Order is deleted and replaced by
the following:

   "On or before September 13, 2013, (i) the Debtors shall have
    closed the sale transaction pursuant to the Successful Bid and
    shall have paid to the Prepetition Lenders all collected cash
    on deposit over $5 million (the "Pay Down Amount"), but in no
    event shall the Pay Down Amount be less than $48 million; (ii)
    the Debtors shall have obtained a Second Amendment to Final
    Order that provides for a payment of Lenders' claims in full
    on or before October 31, 2013."

A full-text copy of the Cash Collateral Order with Budget, dated
Aug. 29, 2013, is available for free at:

        http://bankrupt.com/misc/AGFEEDcashcolord0829.PDF

                     About AgFeed Industries

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.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.  Gavin/Solmonese LLC serves as the Equity
Committee's financial advisor.


AGFEED INDUSTRIES: Equity Panel Taps Sugar Felsenthal as Counsel
----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
Chapter 11 cases of AgFeed USA, LLC, et al., seeks authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
Sugar Felsenthal Grais & Hammer LLP as co-counsel, nunc pro tunc
to Aug. 23, 2013.

The following professionals will take a primary role in
representing the Debtors and will be paid the following hourly
rates:

Aaron L. Hammer, Esq.          ahammer@sugarfgh.com        $675
Christopher J. Horvay, Esq.    chorvay@sugarfgh.com        $550
Etahn Cohen, Esq.              ecohen@sugarpfh.com         $550
Mark S. Melickian, Esq.        mmelickian@SugarFGH.com     $550
Michael A. Brandess, Esq.      mbrandess@SugarFGH.com      $365
John R. O'Connor, Esq.         joconnor@SugarFGH.com       $305
Jamie R. Netznik, Esq.         jnetznik@sugarfgh.com       $275
Paris C. Love, paralegal       plove@sugarfgh.com          $225

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

Mr. Hammer, a senior partner at Sugar Felsenthal Grais & Hammer
LLP, in Chicago, Illinois, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Equity Committee's.

A hearing on the retention application will be on Sept. 30, 2013,
at 1:00 p.m.  Objections are due Sept. 20.

                     About AgFeed Industries

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.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.  Gavin/Solmonese LLC serves as the Equity
Committee's financial advisor.


AGFEED INDUSTRIES: Equity Panel Taps Elliott Greenleaf as Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders in the Chapter
11 cases of AgFeed USA, LLC, et al., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to retain Elliott
Greenleaf as co-counsel, nunc pro tunc to Aug. 23, 2013.

The following professionals will take a primary role in
representing the Equity Committee and will be paid the following
hourly rates:

Rafael X. Zahralddin-Aravena, Esq.  rxza@elliottgreenleaf.com $610
Shelley A. Kinsella, Esq.           sak@elliottgreenleaf.com  $450
Eric M. Sutty, Esq.                 ems@elliottgreenleaf.com  $450
Jonathan M. Stemerman, Esq.         jms@elliottgreenleaf.com  $375
Aurelia X. Lyles                                              $225
Sandra I. Collazo, Esq.                                       $225
Ian D. Densmore, Esq.                                         $225
Jennifer L. Ford, Esq.                                        $225

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

Mr. Zahralddin-Aravena, a shareholder, director and chair of the
bankruptcy department of the Wilmington Office in the firm of
Elliott Greenleaf, in Wilmington, Delaware, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Equity Committee's.

A hearing on the retention application will be on Sept. 30, 2013,
at 1:00 p.m.  Objections are due Sept. 20.

                     About AgFeed Industries

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.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.  Gavin/Solmonese LLC serves as the Equity
Committee's financial advisor.


AGFEED INDUSTRIES: Examiner Sought by U.S. Trustee
--------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
AgFeed Industries case filed with the U.S. Bankruptcy Court a
motion for an order directing the appointment of an examiner.

The motion explains, "In sum, AgFeed's management in the United
States raised $70 million dollars, and invested the funds in China
where tens of millions of dollars were lost. To date there has
been no restatement of financial records. The facts and
circumstances compel the appointment of an independent examiner to
review and report on the Debtors' investment of $70 million in
China; assets acquired or lost in China, including but not limited
to cash and accounts receivable; and, potential claims and causes
of action that may exist as a result of AgFeed's dealings in
China."

The Trustee asserts, "The appointment of an independent third
party to complete an unbiased review of the existence and nature
of AgFeed's Chinese assets is necessary to ensure full disclosure
and to preserve the integrity of the system. AgFeed's continuing
failure to restate its financials, the existence of the Wells
notices, the fact that members of management during 2011 remain
managers of AgFeed as of the Petition Date, all compel the
necessity of appointing an independent third party examiner to
investigate the existence and nature of the Chinese assets
unfettered by U.S. management's conflicts of self-preservation and
self-interest. An examiner, an independent third party, must be
appointed to review and report on the Debtors' investment of $70
million in China, assets acquired or lost in China, including but
not limited to cash and accounts receivable, potential claims and
causes of action that may exist as a result of AgFeed's dealings
in China. It is in the best interest of all parties to these
bankruptcy cases that such an examination is done by an
independent third party, a third party who is free from any
potential taint from past events, and free from any pending
litigation....Given the raising of funds through the issuance of
securities, the large losses in 2010, and the Debtors' continuing
course of conduct to avoid or evade disclosure, culminating in the
August 15, 2013 SEC filing evidencing an intent by AgFeed to never
restate its financials, it is imperative that the results of any
investigation be publicly disseminated in a report to the
bankruptcy court and all parties in interest. This can best be
accomplished through the appointment of an independent examiner."

                     About AgFeed Industries

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.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.  Gavin/Solmonese LLC serves as the Equity
Committee's financial advisor.


AGFEED INDUSTRIES: U.S. Trustee Claims "Massive Fraud"
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the U.S. Trustee, AgFeed Industries
Inc., a hog producer in the U.S. and China, ended up in bankruptcy
as a result of a "massive fraud" in its Chinese operations.  As
described in papers filed Sept. 13 in U.S. Bankruptcy Court in
Delaware, AgFeed raised $95 million in 2007, investing $70 million
to acquire the business in China.

The report relates that the U.S. Trustee, the Justice Department's
bankruptcy watchdog, scheduled a hearing on Sept. 30 to ask the
judge to appoint an examiner to conduct an investigation.  The
fraud in China was carried out between 2008 and early2011,
according to the U.S. Trustee's filing, which is based in part on
an affidavit by Milton P. Webster III, a member of the AgFeed
board who served on a special committee to investigate the alleged
fraud.

The report notes that the fraud included creating multiple sets of
accounting books while reporting fictitious sales and receivables,
according to the filing.  Although AgFeed became aware of the
fraud during the second quarter of 2011, there was no public
announcement until January 2012, according to the filing.   The
report by the special committee of the board wasn't released
publicly, she said.

The report relates that there still hasn't been full disclosure of
the fraud, in part, because the company didn't put affiliates into
bankruptcy that own the Chinese operations, according to the U.S.
Trustee.  A call for comment to lawyers for AgFeed wasn't
returned.  At the end of August, the bankruptcy court approved
selling a majority of the business for $79.2 million to three
buyers.

                      About AgFeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production.  In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China.  China is the
world's largest pork market consuming 50 percent of global
production and over 62 percent of total protein consumed in China
is pork.  Hog production in China currently enjoys income tax free
status.

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.


ALVARION LTD: NASDAQ Delisting Hearing Set for Oct. 3
-----------------------------------------------------
Alvarion Ltd., in Receivership, disclosed that its delisting
hearing has been scheduled for October 3, 2013.

As previously announced, NASDAQ has agreed to postpone the
Company's delisting hearing which was scheduled for September 11,
2013 due to personal circumstances of a key participant at the
hearing.

Alvarion Ltd. -- http://www.alvarion.com/-- ALVR provides
optimized wireless broadband solutions addressing the
connectivity, coverage and capacity challenges of telecom
operators, smart cities, security, and enterprise customers.


AMERICAN AXLE: Fitch Rates New $150MM Secured Term Loan 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+/RR1' to American Axle
& Manufacturing, Inc.'s new $150 million secured term loan A due
2018. AAM is the principal operating subsidiary of American Axle &
Manufacturing Holdings, Inc. (AXL). The Fitch Issuer Default
Rating (IDR) for both AXL and AAM is 'B+' and the Rating Outlook
for both is Positive.

The new term loan A is part of an amendment to AAM's secured
credit facility. In addition to adding the term loan, the amended
credit facility has also increased the size of AAM's revolver to
$523.5 million from $365 million, shifted its maturity to 2018
from 2016, and reduced its pricing. In addition, the facility's
net priority leverage ratio covenant has loosened slightly, with
the covenant increased to 2.75x until March 31, 2015, followed by
step-downs to 2.5x on March 31, 2015 and 2.25x on March 31, 2016.
This is about one-quarter turn higher than the covenants in the
prior version of the facility.

AXL intends to use proceeds from the new term loan A to fund the
redemption of a portion of AAM's 9.25% senior secured notes due
2017, as well as for general corporate purposes. As of June 30,
2013, $340 million in principal was outstanding on the 9.25%
notes.

Key Rating Drivers

The ratings and Positive Outlook for AXL and AAM are supported by
Fitch's expectation that the drivetrain and driveline supplier's
credit profile will strengthen over the intermediate term, despite
some deterioration over the past year. AXL continues to benefit
from strong pickup and sport-utility vehicle (SUV) production at
its two largest customers, General Motors Company (GM) and
Chrysler Group LLC (Chrysler), and the company's margins are
rising back toward their historical levels among the strongest in
the U.S. auto supply industry. Weakness in AXL's profitability and
credit profile over the past year was largely due to temporary
factors, including production inefficiencies tied to two new
product programs, as well as incremental costs tied to the closure
of the company's Detroit Manufacturing Complex (DMC) and
Cheektowaga Manufacturing Facility (CKMF). The recovery rating of
'RR1' on the new term loan A is based on its strong collateral
coverage, including virtually all of the assets of AXL and AAM,
leading to recovery prospects of 90% or higher in a distressed
scenario.

Looking ahead, Fitch views the increasing diversification of AXL's
book of business as a credit positive that will reduce the
company's outsized reliance on U.S. light truck production.
Passenger car, crossover, and commercial vehicle related programs
comprise a growing portion of the company's revenue base, while an
expanding list of customers is reducing AXL's traditional reliance
on GM for the majority of its business. The latter includes an
increasing number of non-U.S. manufacturers as well, which will
further geographically diversify the company's book of business.
AXL's backlog of new business currently stands at $1.25 billion,
60% of which is for passenger car and crossover programs and 40%
for programs outside North America. By 2015, AXL expects about
half of its revenue to come from non-GM programs. It is notable
that AXL has largely avoided the weakness that other suppliers
have experienced in Europe, as only 3% the company's 2012 revenue
was derived in the region.

Despite its increasing revenue diversification, AXL's ratings will
continue to be weighed upon in the near term by its heavy exposure
to GM's light truck platform, although the significant progress
AXL has made in reducing its cost base places it in a better
position today to withstand any future downturn in light truck
demand. Also, with the recent introduction of GM's redesigned
full-size pickups and the forthcoming introduction of its
redesigned SUVs, Fitch expects near-term demand for GM's full-size
trucks and SUVs to remain high, which will benefit AXL's
profitability. AXL's ratings are also weighed upon by risks
associated with the large number of new programs currently ramping
up. Although Fitch views the increasing diversification as a
credit positive overall, there are risks associated with the
start-up of new programs.

AXL's leverage (debt/Fitch-calculated EBITDA) increased during the
12 months ended June 30, 2013, to 4.8x from 3.4x in the year-
earlier period on an increase in debt and a decline in EBITDA.
Overall, debt rose to $1.5 billion from $1.2 billion while Fitch-
calculated EBITDA declined to $322 million from $347 million.
Fitch expects leverage to improve meaningfully over the
intermediate term as the company looks for opportunities to reduce
debt and as EBITDA grows on higher business levels and stronger
margins. Fitch expects leverage to trend down toward the mid-3x
range by year-end 2013 and potentially below 3x by the end of
2014.

Free cash flow (FCF; calculated as net cash from operations less
gross capital expenditures) in the 12 months ended June 30, 2012,
was a use of $403 million, pressured by a number of non-recurring
items. Going forward, Fitch expects FCF to improve as new product
programs gain traction and capital spending trends down toward
more typical levels once the company moves past the heaviest part
of its new business roll-out. Also, following $225 million in
pension contributions in 2012, AXL is not expected to have any
meaningful required pension contributions for the next several
years, which will further bolster FCF. For 2013, above-normal
capital spending is likely to keep FCF for the year modestly
negative, but Fitch expects it to grow and turn positive in 2014
on higher production, improved margins and lower capital spending.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Continued progress on diversifying the company's revenue base;
-- Sustained positive free cash flow generation;
-- A decline in leverage to the mid-3x range;
-- Sustained EBITDA margins of 12% or higher.

Negative: The current Rating Outlook is Positive. As a result,
Fitch does not currently anticipate developments with a material
likelihood, individually or collectively, leading to a rating
downgrade. However, the following developments could lead Fitch to
revise the Rating Outlook to Stable or Negative, or downgrade the
ratings:

-- Significant production inefficiencies and associated cash burn
   tied to the start-up of new programs;

-- Lack of progress on meaningful leverage reduction;

-- A shift in management's plans to strengthen the company's
   credit profile;

-- An unexpected prolonged disruption in the production of GM's
   full-size pickups and SUVs.


AMERICAN AIRLINES: Allowed to Pay Committee Lawyers' Fees
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although AMR Corp. is permitted to pay lawyers' fees
incurred by individual members of the official creditors'
committee, the parent of American Airlines Inc. is prohibited from
paying a $20 million severance to the outgoing chief executive,
the bankruptcy judge ruled.

According to the report, at the continued confirmation hearing
last week, U.S. Bankruptcy Judge Sean Lane said he would approve
the reorganization plan, although the bonus for Chief Executive
Tom Horton didn't pass muster.  Judge Lane handed up an opinion on
Sept. 13 explaining his reasons.

The report notes that besides being prohibited by the Bankruptcy
Code, the bonus for Horton is unreasonable in amount, Judge Lane
said.  Individual committee members' lawyers can be paid by AMR
while Mr. Horton can't as a consequence of subtle differences in
the Bankruptcy Code, according to Judge Lane's analysis.

The report relates that committee members' legal fees could be
paid before 2005 when Congress amended Section 503 of the
Bankruptcy Code to eliminate a provision making such payments
among professional costs paid by a bankrupt company.  Judge Lane
said it's nonetheless permissible to pay the fees under a section
of the Bankruptcy Code dealing with the contents of a plan.

The report relays that citing two other cases where similar fees
were permitted, Lane said committee members may be reimbursed when
the plan is consensual.  He said the payments may have been part
of a bargain to gain consensus on a plan.  Executive bonuses are
different, according to Judge Lane, because Congress in 2005
explicitly prohibited severance bonuses for top executives.  Judge
Lane said general provisions in bankruptcy law on the contents of
a plan can't be used to overcome an explicit prohibition.  Even if
the bonus where theoretically possible, Judge Lane said the amount
was unreasonable in light of the "significant sacrifices" made by
workers who took pay and benefit cuts.

According to the report, Judge Lane left the door open for the
airline to negotiate a compensation package with Horton for his
services after emergence from bankruptcy.  Even though Judge Lane
will approve the plan, AMR can't emerge from Chapter 11 and merge
with US Airways Group Inc. until the airlines beat back an
antitrust lawsuit filed by the U.S. Justice Department.  The
antitrust trial begins in late November.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia.

                      About American Airlines

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

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

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

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

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest.

The U.S. U.S. Department of Justice, however, has launched an
antitrust challenge to the proposed merger.

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


AMERICAN AIRLINES: Seeks Dec. 31 Deadline for AA Pact
-----------------------------------------------------
American Airlines Inc. has filed a motion requesting a Dec. 31
deadline to either assume or reject its maintenance base lease
contract with AllianceAirport Authority, Inc.

The carrier signed the contract in 1990 to lease a real property
in Fort Worth, Texas.

Weil Gotshal & Mangers LLP, American Airlines' legal counsel,
will present the motion to Judge Sean Lane for signature on
Sept. 24.  Objections are due by Sept. 23.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AIRLINES: Committee Drops Objections to WF, MFE Claims
---------------------------------------------------------------
AMR Corp.'s official committee of unsecured creditors dropped its
objection to claims filed by Wells Fargo Bank N.A. and Mission
Funding Epsilon.

The committee previously proposed to disallow Claim Nos. 7672 and
7673 filed by Wells Fargo, and reduce the amount asserted by
Mission Funding in its proofs of claim assigned as Claim Nos.
7258, 7259 and 7260.  The claims were filed on account of tax
indemnity agreements, according to court papers.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AIRLINES: Reports August 2013 Revenue, Traffic Results
---------------------------------------------------------------
AMR Corp. reported August 2013 consolidated revenue and traffic
results for its principal subsidiary, American Airlines, Inc., and
its wholly owned subsidiary, AMR Eagle Holding Corporation.

August's consolidated passenger revenue per available seat mile
(PRASM) was a record high for the month, increasing an estimated
3.0 percent versus last year.

Consolidated capacity and traffic were 4.2 percent and 3.2 percent
higher year-over-year, respectively, resulting in a consolidated
load factor of 85.0 percent, 0.8 points below the same period last
year.

Domestic traffic was 0.8 percent higher year-over-year on 1.7
percent more capacity, resulting in a domestic load factor of
86.4 percent, 0.8 points lower compared to the same period last
year.

International load factor of 84.7 percent was 1.0 points lower
year-over-year, as traffic increased 6.7 percent on 8.1 percent
more capacity. The Atlantic entity recorded the highest load
factor of 88.5 percent, an increase of 1.0 points versus August
2012.

On a consolidated basis, the company boarded 9.7 million
passengers in August.

                       About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN RAILCAR: S&P Raises CCR to 'BB-' & Revises Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on American Railcar Industries Inc. (ARI) to 'BB-' from
'B+' and revised the outlook to stable from positive.

"The upgrade reflects the good performance of ARI's manufacturing
operations, including solid margins, and its success in gradually
diversifying its business portfolio through its railcar leasing
activities while maintaining good credit metrics," said credit
analyst Gregoire Buet.  "Although we believe that ARI's exposure
to the highly cyclical railcar manufacturing industry, and
specifically to demand and pricing in the tank and hopper car
segments, will continue to result in volatile revenue and profit
performance over the business cycle, a growing leasing fleet that
generates a more steady stream of profits should help reduce
profit volatility in the next industry downturn.  And while we
expect that the continued expansion of the lease fleet will
require external funding, which will likely lead to increasing
debt levels over the next few years, we expect debt to EBITDA will
remain less than 3x unless railcar demand deteriorates
significantly".

S&P continues to view ARI's business risk profile as "weak" and
its financial risk profile as "aggressive."  Although the company
integrates its business operations, balance sheet, and liquidity,
we distinguish between ARI's manufacturing and leasing activities.

S&P considers the company's business risk profile for
manufacturing as "weak" due to its participation in the highly
cyclical and competitive railcar manufacturing industry, its
limited product and customer diversity, and its volatile
profitability.  ARI has an estimated 10%-15% market share in the
U.S. freight car manufacturing industry, with good positions in
the covered hopper and tank cars segments, where it competes with
Trinity Industries Inc., Union Tank Car Co., and The Greenbrier
Cos. Inc.  ARI also manufactures railcar components and provides
repair, refurbishment, and fleet management services.  The outlook
for operating performance remains good for the remainder of 2013
and into 2014, supported by a solid backlog of high-margin tank
cars, which should result in high capacity utilization and good
profitability.  Over the longer term, however, the sustainability
of high demand for tank cars remains a concern, and a drop in
orders and prices, if not largely offset by demand for other car
types, could significantly pressure manufacturing profits after
several years of growth.

S&P also views the business risk of ARI's leasing operations as
"weak," although growing scale could support a higher assessment
over time.  This reflects the still-limited size of ARI's lease
fleet (about 3,500 units as of June 30, 2013) compared to that of
other top-tier leasing competitors, but acknowledges benefits
derived from the specialty nature of the cars in the lease fleet,
which should continue to attract good rates and high utilization;
the benefits of multiyear lease terms; low operating and
maintenance expenses for new cars; and expertise in fleet
management from American Railcar Leasing LLC (not rated, a related
company owned by Carl Icahn).  The nature of leasing is much more
stable, given the long-term contractual obligation of lease
payment streams.  S&P continues to assume ARI will add about 2,000
units per year to its lease fleet, and that related capital
spending could exceed $150 million, which S&P expects the company
would fund with additional debt and cash flow from operations.

"We view ARI's financial risk profile as "aggressive,"
notwithstanding current consolidated credit metrics indicative of
a stronger profile.  ARI is a public company, but Carl Icahn is
the majority shareholder.  Although the company's manufacturing
operations are currently debt free, management has historically
used debt to support the manufacturing business and we believe
leverage tolerance, including potentially for consolidation in the
industry, constrains the financial profile of manufacturing
operations to significant.  ARI's capital structure currently
consists of a $198 million term loan secured by leased assets, and
we expect management will continue to capitalize its leasing
business in a manner consistent with a highly leveraged profile.
We view management and governance as "fair," which takes into
account significant affiliate transactions and controlling
ownership," S&P added.

The rating outlook is stable.

S&P could consider an upgrade if during the next industry downturn
ARI demonstrates that the diversification of its manufacturing and
leasing operations results in more stable profits than
historically demonstrated and if management commits to and
demonstrates financial policies that are consistent with S&P's
expectations at a higher rating, including in the leverage profile
it targets for its manufacturing and leasing businesses and for
the financing of potential acquisitions.

S&P could lower the rating if an industry downturn or eroding
market shares significantly decreases ARI's operating prospects
(for instance, if the company's backlog of orders falls
significantly below $500 million with limited prospects of
subsequent improvement), if business diversification proves
ineffective at mitigating profit deterioration, or if debt-funded
initiatives increase debt at the manufacturing operations and, as
a result, overall leverage becomes more representative of a highly
leveraged profile.


ANTIOCH COMPANY: Court Wants Stipulated Order in Vantiv Plea
------------------------------------------------------------
The U.S. Bankruptcy Court for the Bankruptcy Court for the
District of Minnesota, according to minutes of a Sept. 11, 2013
hearing, considered Vantiv LLC's motion for relief from stay in
the Chapter 11 cases of The Antioch Company, et al.  The Court
directed the parties to submit a stipulated order.

Vantiv has asked the Court to (i) fix Aug. 17, as the date by
which the Debtors must assume or reject an executory contract; and
(ii) modify and annul the automatic stay to enforce its rights
under the contract.

Vantiv also has asked that the Debtors and Vantiv be authorized to
establish a temporary postpetition reserve in the amount of
$50,000.  The postpetition reserve will be funded by Vantiv
holding back credit card funds otherwise due to the Debtors, which
will be held under the normal terms of the agreement, but may not
be used to satisfy prepetition chargebacks.

                   About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Sean D.
Malloy, Esq., at McDonald Hopkins LLC; and Clinton E. Cutler,
Esq., represent the Debtor as counsel.  Antioch disclosed $10
million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee. Michael B. Fisco, Esq., at Faegre Baker
Daniels LLP represents the Committee.  Crowe Horwath LLP serves as
its financial advisor.


ARI-RC 6: Hearing on Cash Collateral Use Continued Until Nov. 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to ARI-RC 6 LLC, et al.'s case docket, continued until
Nov. 6, 2013, at 10 a.m., the hearing on the use of cash
collateral.

The Debtors sought authorization to use cash collateral to pay all
of the expenses in the submitted budget, with a 15% variance on an
aggregate basis, and to pay all quarterly fees owing to the Office
of the United States Trustee and all expenses owing to the clerk
of Court.

U.S. Bank National Association -- as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial
Mortgage Pass-Through Certificates, Series 2007-5, by and through
CWCapital Asset Management LLC, solely in its capacity as Special
Servicer -- opposed to the Debtors' omnibus motion for
authorization to use cash collateral on an interim basis pending a
final hearing.

U.S. Bank asserted that, among other things:

   1. the Debtors have no right to any of the rents from
      the property;

   2. the Debtors cannot use cash collateral because they
      cannot provide adequate protection; and

   3. the Debtors cannot use rents to pay the administrative
      expenses of their Bankruptcy cases.

Based on the notice of default issued by the lender's special
servicer CWCapital Asset Management LLC as of April 25, 2013, the
principal amount owed on the loan was purported to $23,146,116.
Interest purports to be accruing at a default rate of 11.21%.

In response to the objection, the Debtors explained, among other
things, that:

   1. the rents are property of the estate;

   2. the Debtors retain their interests in the rents under
      California Law and Civil Code Section 2938;

   3. other case law and factors demonstrate that the rents
      remain property of the Debtors;

   4. the Debtors must be granted authority to use rents
      to operate the property and the lenders collateral
      interest remains adequately protected.

In a separate docket entry, the Court set Nov. 15, 2013, as last
day for any individual or entity to file proofs of claim and
interests against the Debtors.

                          About ARI-RC

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

The Debtors own tenant in common (TIC) interests in two commercial
buildings commonly known as Rancho Conejo I and II, located at
1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks,
California.  The Debtors and 16 related TIC Investors, who have
not filed for bankruptcy, are passive investors with varying
percentage ownership interests in the Property.

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  The Debtors estimated assets and
debts at $10 million to $50 million at the time of the filings.
Judge Alan M. Ahart presides over the cases.

Daniel H. Reiss, Esq. -- DHR@LNBYB.COM -- at Levene, Neale,
Bender, Yoo & Brill L.L.P.  counsel for Debtors


ARI-RC 6: Court Sets Nov. 15 as Claims Bar Date
-----------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to ARI-RC 6 LLC, et al.'s docket entry, set Nov. 15,
2013, as last day for any individual or entity to file proofs of
claim and interests against the Debtors.

                          About ARI-RC

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

The Debtors own tenant in common (TIC) interests in two commercial
buildings commonly known as Rancho Conejo I and II, located at
1525 and 1535 Rancho Conejo Boulevard, in Thousand Oaks,
California.  The Debtors and 16 related TIC Investors, who have
not filed for bankruptcy, are passive investors with varying
percentage ownership interests in the Property.

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  The Debtors estimated assets and
debts at $10 million to $50 million at the time of the filings.
Judge Alan M. Ahart presides over the cases.

Daniel H. Reiss, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., serves as counsel for the Debtors.


ARMORWORKS ENTERPRISES: May Hire Employ Arnold & Porter
-------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona authorized ArmorWorks Enterprises, LLC, and
Techfiber, LLC, to employ Arnold & Porter LLP as an ordinary
course professional.

The Debtors had modified and supplemented their motion in reply to
the objections filed by C Squared Capital Partners, LLC and Anchor
Management LLC.  The C Squared Parties, in their objection,
asserted that, among other things:

   a) the scope of work to be performed by Arnold & Porter is
      not sufficiently defined;

   b) the retention of Arnold & Porter is inappropriate because
      Arnold & Porter has represented William Perciballi and his
      interests in other matters and at a minimum, more disclosure
      is required; and

   c) Anchor does not agree to the retention of Arnold &
      Porter and the Debtors therefore lack authority to
      retain the firm.

The Debtors, in their response, represented that the scope of work
to be performed by Arnold & Porter will be limited to providing
legal counsel to the Debtors with respect to government contracts,
including bidding and procurement, export controls and other
related matters.  The connections disclosed between Christopher
Yukins, Arnold & Porter, the Debtors and Mr. Perciballi do not
disqualify Arnold & Porter from continuing to represent the
Debtors postpetition as an ordinary course professional.

The proposed budget provides for monthly fees of $5,000 for Arnold
& Porter.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan would resolve the ongoing dispute with C Squared by
allowing ArmorWorks to redeem C Squared's 40% minority interest,
or alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Exit Financing to Fund Plan Payments
------------------------------------------------------------
ArmorWorks Enterprises, LLC, and Techfiber, LLC, filed with the
U.S. Bankruptcy Court for the District of Arizona an Amended
Disclosure Statement explaining their Amended Joint Plan of
Reorganization dated Sept. 11, 2013.

Prior to confirmation, the Debtors will arrange for exit financing
to be funded on the Effective Date to repay the DIP Obligations,
fund Effective Date payments required under the Plan, and fund the
working capital needs of the Debtors through the Closing Date.

According to the Disclosure Statement, the Plan provides for this
treatment of claims:

   1. The DIP Obligations will be paid in full and in cash on
      the Effective Date before the payment of any other claims
      against the Debtors, other than Vendor Administrative
      Claims.

   2. ArmorWorks Unsecured Claims will accrue interest from and
      after the Effective Date at the rate of 5% per annum simple
      interest.  After the payment in full of all Administrative
      Claims and all Priority Claims, holders of Allowed Class 4
      Claims will be paid on the latest of 10 business days after
      the closing date or the allowance of the Claim.

   3. TechFiber Unsecured Claims will accrue interest from and
      after the Effective Date at the rate of 5% per annum simple
      interest.

   4. Member Unsecured Claims will be subordinate in payment to
      all other Allowed Claims against the Debtors, all Sale
      Expenses, all postpetition liabilities of the Reorganized
      Debtors, and all fees and expenses of the Disbursing Agent.

   5. Equity Security Interests in ArmorWorks will be canceled.
      In full and final satisfaction of their respective Member
      Equity Security in ArmorWorks, each Member first will
      receive their Pro Rata share of all cash and any non-cash
      consideration received by ArmorWorks from the Transaction
      that is available for distribution to Members after the
      payment of all Allowed Claims against the Debtor, all Sale
      Expenses, all fees and expenses of the Disbursing Agent, and
      all postpetition liabilities of the Reorganized Debtors.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/ARMORWORKSENTERPRISES_amendedds.pdf

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., at Gallagher &
Kennedy, as counsel; and MCA Financial Group, Ltd., as financial
advisor.  ArmorWorks estimated $10 million to $50 million in
assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan would resolve the ongoing dispute with C Squared by
allowing ArmorWorks to redeem C Squared's 40% minority interest,
or alternatively, allow C Squared to purchase the 60% majority
interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARTESIA LLC: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Artesia, LLC
        240 Harris Lane
        Gallatin, TN 37066

Bankruptcy Case No.: 13-07990

Chapter 11 Petition Date: September 12, 2013

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Glen C. Watson, III
                  DESHA WATSON, PLLC
                  1106 18th Avenue South
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613
                  E-mail: bknotice@deshalaw.com

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

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/tnmb13-07990.pdf

The petition was signed by Thomas Lovett, chief manager.


ATARI INC: Sept. 17 Hearing on Exclusivity Motion Cancelled
-----------------------------------------------------------
The Sept. 17 hearing scheduled for Atari, Inc., et al.'s Motion
for Extension of their Exclusive Periods has been cancelled,
according to Ira S. Dizengoff, Esq., of Akin Gump Strauss Hauer &
Feld LLP, in New York.

The U.S. Bankruptcy Court for the Southern District of New York
earlier extended the exclusive period by which the Debtors may a
bankruptcy plan through Sept. 20, 2013 and the exclusive period by
which they may solicit acceptances of that plan through Nov. 19,
2013 -- provided that the Debtors may seek further extension only
on demonstrating by clear and convincing evidence at a hearing set
for Sept. 17, at 10:00 a.m. prevailing Eastern time, that cause
exists to support a further extension.

Kristine G. Manoukian, Esq. and Scott L. Alberino, Esq., of Akin
Gump also represent the Debtors.

                           About Atari

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

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

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

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP serve as lead counsel for the U.S. companies in their Chapter
11 cases.  BMC Group is the claims and notice agent.  Protiviti
Inc. is the financial advisor.

The Debtors won court approval to sell seven video-game franchises
for a total of about $5.1 million.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


ATP OIL: Court OKs Cash Collateral Access Until Sept. 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized, on a fourth interim basis, ATP Oil & Gas Corporation's
access to cash collateral until Sept. 22.

The Court said the approval of the motion on a final basis will be
considered on the same date that the Court considers final
approval of the sale pursuant to the asset purchase agreement
executed by the Debtor and Credit Suisse AG, as administrative and
collateral agent under the DIP credit agreement.

As reported in the Troubled Company Reporter on Sept. 3, 2013, the
Debtor requested to use cash collateral from Sept. 1 to Sept. 22,
2013.

"While the Debtor and the DIP Lenders have negotiated a longer-
term budget, open issues still remain to be addressed regarding
payment of professional fees in light of the fact that the
Debtor's asset sale will not close by the end of August 2013, as
the parties had originally contemplated in their resolution of the
carve-out by the estate professionals and the DIP Lenders," says
Charles S. Kelley, Esq., at Mayer Brown LLP, counsel to the
Debtor.

Throughout the course of the Chapter 11 case, the Debtor has
funded its operations pursuant to a DIP Credit Agreement approved
by the Court.  On June 7, 2013, however, the DIP Lenders served
the Debtor with a DIP Termination Declaration Carve Out Trigger
Notice, terminating the Debtor's ability to use Cash Collateral
and invoking the Carve Out.

Pursuant to the Final DIP Order, the Carve Out means:

   (i) statutory fees payable to the U.S. Trustee or fees payable
       to the clerk of the Court;

  (ii) Allowed Professional Fees incurred by the Debtor and the
       Statutory Committee for any professionals retained by final
       order of the Court by the Debtor and the Statutory
       Committee under Sections 327 or 1103(a) of the Bankruptcy
       Code following the Termination Date in an aggregate amount
       not in excess of $3,000,000; and

(iii) in an aggregate amount in accordance with and solely to the
       extent set forth in the Budget in effect prior to the
       Termination Date, all Allowed Professional Fees incurred by
       the Debtor or the Statutory Committee for any Case
       Professionals on or prior to the Termination Date.

Pursuant to Section 363(c)(2) of the Bankruptcy Code, the Debtor
may not use the Cash Collateral without the consent of the DIP
Lenders or authority granted by  the Court.

                           About ATP Oil

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

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

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

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

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

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Wants Until Oct. 31 to Decide on Unexpired Leases
----------------------------------------------------------
ATP Oil & Gas Corporation asks the U.S. Bankruptcy Court for the
Southern District of Texas to extend until Oct. 31, 2013, the
deadline to assume or reject unexpired leases of nonresidential
real property.

The Court will consider the matter at a Sept. 19 hearing at
1:30 p.m.

The Debtor is party to certain unexpired real estate leases with
the Department of the Interior.  The remaining unexpired leases
consist of (a) those leases that are the subject of the Debtor's
pending 363 sale of assets to its DIP lenders, which the Court
approved on an interim basis by order dated July 9, 2013; and (b)
a handful of other unexpired oil and gas leases for which the
Debtor is pursuing transactions that may result in their
assignment to predecessors in title on such properties or their
designees.

The Debtor's deadline to either assume or reject the remaining
unexpired leases is scheduled to expire on Sept. 16.

                           About ATP Oil

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

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

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

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

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

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


AZ T 15814: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: AZ T 15814 N 83rd, LLC, Debtor
        8605 Santa Monica Boulevard, Suite 25225
        West Hollywood, CA 90069-4619

Bankruptcy Case No.: 13-32780

Chapter 11 Petition Date: September 12, 2013

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

Judge: Robert N. Kwan

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

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

The petition was signed by Sean P. Fitzgerald, president of
Tidelands, Inc., member.

The Company?s list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                      Nature of Claim   Claim Amount
        ------                      ---------------   ------------
Arrowhead Entertainment             15814 North 83rd       $26,918
Center Prop.                        Peoria, AZ 85382
4530 East Shea Boulevard, Suite 105 Maricopa County,
Phoenix, AZ 85028                   Arizona


BEAR ISLAND: Case Re-assigned to Judge Keith Phillips
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
ordered the reassignment of the Chapter 11 case of the estate of
BIPCO, LLC, to the Hon. Keith L. Phillips.

                         About Bear Island

Canada-based White Birch Paper Company was the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.  The sale closed in September 2012.

The caption for Bear Island's case was changed to "Estate BIPCO,
LLC" as required by the asset sale agreement.

Under a plan proposed for Bear Island, first- and second-lien
creditors with $424.9 million and $105.1 million in claims,
respectively, are expected to recover between 0.5 percent and
4 percent.  Unsecured creditors with $1.4 million in claims are to
receive the same dividend.


BEAZER HOMES: New $200MM Sr. Notes Issue Gets Moody's Caa2 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Beazer Homes
USA, Inc.'s proposed $200 million senior unsecured note offering,
due 2021, proceeds of which will be used for general corporate
purposes. At the same time, Moody's affirmed the company's Caa1
Corporate Family Rating, Caa1-PD Probability of Default rating, B2
rating on the existing senior secured notes, Caa2 rating on the
existing senior unsecured notes, and SGL- 3 speculative grade
liquidity rating. The rating outlook is stable.

The following rating actions were taken:

$200 million of proposed senior unsecured notes, due 2021,
assigned Caa2 (LGD5, 73%);

Corporate Family Rating, affirmed at Caa1;

Probability of Default Rating, affirmed at Caa1-PD;

Existing senior secured notes, affirmed at B2, (LGD3, 31%);

Existing senior unsecured notes, affirmed at Caa2, LGD rate
changed to LGD5, 73% from LGD5, 72%;

Speculative Grade Liquidity (SGL) assessment affirmed at SGL-3;

Rating outlook is stable.

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

Ratings Rationale:

The Caa1 Corporate Family Rating reflects Moody's expectation that
Beazer's operating and financial performance, while improving,
will remain weak in the intermediate term, including elevated debt
leverage, weak interest coverage metrics, and negative cash flow
generation as the company pursues land investments.

At the same time, the rating reflects Beazer's robust top line
growth, improvement in gross margins and SG&A expense as a % of
sales, and Moody's view that the company will soon return to
profitability on a net income basis supported by the strengthening
housing market, its solid demand and increasing pricing. In
addition, the ratings are supported by Beazer's extended debt
maturity profile, sufficient liquidity, and Moody's expectation
that the company can leverage its recent equity offerings to
accelerate new community count.

The proceeds from the $200 million senior unsecured notes will be
used for general corporate purposes. The company is also expected
to repay $200 million of cash secured term loans. Pro forma debt
to capitalization ratio is expected to remain virtually unchanged
at 87%.

The SGL-3 rating reflects Beazer's adequate liquidity position
over the next 12-18 months. The company's liquidity is supported
by $298 million of cash balance at June 30, 2013, and the full
availability under its $150 million senior secured revolving
credit facility due 2015. The liquidity, however, is constrained
by the expectation of negative cash flow generation, covenant
compliance requirements in the credit agreement, and limited
sources of alternate liquidity.

The stable rating outlook reflects Moody's expectation that
favorable homebuilding industry conditions will result in Beazer's
top line growth and improving credit metrics.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through operating
losses or through a sizable investment or other transaction.

The ratings could improve if the company achieves sustained
profitability, maintains adequate liquidity, continues to grow its
tangible equity base, and reduces adjusted debt leverage to below
65%.

Beazer's senior secured notes are rated B2, two notches above the
company's Caa1 corporate family rating, reflecting both their
second-lien position behind the company's first-lien senior
secured revolver and the significant support provided by the
company's junior capital (i.e., the senior unsecured notes). These
latter notes are rated Caa2, one notch below the corporate family
rating, reflecting the large amount of secured debt ranked above
it in the capital structure.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. has
presence in 16 states in three geographic regions and targets
entry-level, move-up and retirement-oriented home buyers. Total
revenues and consolidated net loss from continuing operations for
the last twelve months period ending June 30, 2013 were
approximately $1.2 billion and $(104) million, respectively.


BELLE FOODS: Gets Court OK to Tap Barfield Murphy as Accountants
----------------------------------------------------------------
Belle Foods, LLC obtained bankruptcy court permission to hire
Barfield, Murphy, Shank & Smith LLC as its accountants.  The firm
will be compensated on an hourly basis.

                        About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

The petition shows assets and debt both for more than $10 million.
C&S Wholesale Grocers Inc. is owed about $6 million on secured and
unsecured debt.  Belle Foods owes another $8 million to trade
suppliers, according to a court filing.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.


BHCO, LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: BHCO, LLC
        P.O. Box 116
        Stokes, NC 27884

Bankruptcy Case No.: 13-05753

Chapter 11 Petition Date: September 12, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Adrian M. Lapas, Esq.
                  STRICKLAND LAPAS & ASSOCIATES
                  P.O. Box 46
                  Goldsboro, NC 27533-0211
                  Tel: (919) 735-0098
                  E-mail: lapasecfnoticesonly@gmail.com

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

Estimated Debts: $0 to $50,000

The Company?s list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb13-05753.pdf

The petition was signed by Brenda Harris, member-manager.


BMA INDUSTRIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: BMA Industries, LLC
        13089 Peyton Drive, #C316
        Chino Hills, CA 91703

Bankruptcy Case No.: 13-32639

Chapter 11 Petition Date: September 10, 2013

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

Judge: Julia W. Brand

Debtor's Counsel: Sylvia Lew, Esq.
                  LAW OFFICES OF DAVID A. TILEM
                  206 N. Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800
                  E-mail: Sylvialew@tilemlaw.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Brett Mars, sole member.


BOISE PAPER: Moody's Mulls Possible Upgrade of Ba2 CFR
------------------------------------------------------
Moody's Investors Service placed the Ba2 corporate family rating,
Ba2-PD probability of default rating, Ba3 senior unsecured note
rating and Baa3 senior secured bank credit facility rating of
Boise Paper Holdings, L.L.C. under review for possible upgrade.
The review has been precipitated by Boise Inc.'s announcement that
it has signed a definitive agreement to be acquired by Packaging
Corporation of America's (Baa3). PCA is the fourth largest
containerboard producer in North America.

On Review for Possible Upgrade:

Issuer: Boise Paper Holdings, L.L.C.

Probability of Default Rating, Placed on Review for Upgrade,
currently Ba2-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
Ba2

Senior Secured Bank Credit Facility Nov 4, 2016, Placed on Review
for Upgrade, currently Baa3

Senior Secured Bank Credit Facility Nov 4, 2016, Placed on Review
for Upgrade, currently Baa3

Senior Unsecured Regular Bond/Debenture Apr 1, 2020, Placed on
Review for Upgrade, currently Ba3

Senior Unsecured Regular Bond/Debenture Nov 1, 2017, Placed on
Review for Upgrade, currently Ba3

Outlook Actions:

Issuer: Boise Paper Holdings, L.L.C.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale:

PCA's acquisition of Boise Inc. will likely result in the
withdrawal of all Moody's ratings on wholly owned subsidiary Boise
upon the closing of the transaction. Moody's review will focus on
the amount (if any)of debt remaining at Boise; structural and
implicit credit support from PCA; post-closing credit metrics; the
size and pace of cost synergies that can be realized; and Boise's
ability to maintain adequate liquidity.

Boise Inc. and PCA have entered into a definitive agreement under
which PCA will acquire all of the outstanding common shares of
Boise for $12.55 per share in cash, for an aggregate transaction
value of almost $2 billion, inclusive of $714 million of net debt
of Boise. As contemplated by PCA, all of the debt of Boise Paper
will be refinanced. PCA has committed bridge financing in place to
acquire Boise Inc.'s equity and refinance Boise's outstanding
debt. The acquisition is expected to close before the end of the
year and is subject to regulatory clearances and other customary
closing conditions.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
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.

Boise Paper Holdings, L.L.C., an indirect wholly owned subsidiary
of Boise Inc., headquartered in Boise, Idaho, is the third-largest
North American producer in uncoated free sheet paper and is a
producer of linerboard, corrugated containers, and specialty paper
products.


BOISE PAPER: S&P Puts 'BB' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Boise, Idaho-based Boise Paper, including its 'BB' corporate
credit rating, on CreditWatch with positive implications.

The CreditWatch placement follows PCA's announcement that it plans
to acquire Boise Paper for about $1.995 billion. PCA's management
expects the acquisition to close in the fourth quarter of 2013.
PCA plans to refinance Boise Paper's existing debt and the
acquired equity in a $2 billion debt offering.

Pro forma for the transaction, S&P estimates that the combined
entities' forecast 2013 leverage would be about 3x, including
pension, operating lease, and other adjustments to debt.  S&P
would expect that the combined company could generate $1 billion
or more in EBITDA, resulting in significant free cash flow
available to pay down acquisition-related debt.  S&P views PCA's
management's expectations that it could repay about $1 billion in
debt over the next three to four years to be achievable under
current containerboard and corrugated products market conditions
and S&P's pro forma cash flow forecast.  As such, S&P forecasts
leverage moving toward 2.5x or less over the next two years, or a
level consistent with our view of the 'BBB' rating for the
combined company.

"We plan to resolve the CreditWatch placement following the close
of the transaction, at which time we would raise the rating in
line with our rating on PCA and subsequently withdraw the ratings
on Boise Paper," said Standard & Poor's credit analyst Tobias
Crabtree.


CALCEUS ACQUISITION: S&P Assigns 'B' Rating on $350MM Term Loan
---------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B'
secured debt rating to New York-based Calceus Acquisition Inc.'s
proposed $350 million secured term loan due 2020.  S&P has
assigned the proposed debt a recovery rating of '4', which
indicates its expectation for average (30%-50%) recovery in the
event of a default.  The 'B' corporate credit rating on Calceus
remains unchanged.  The outlook is stable.

S&P expects the company to use proceeds from the proposed issue to
fund a roughly $59 million dividend to shareholders, and to
refinance the existing $290 million term loan.  S&P's recovery
rating on the existing term loan had been '3', indicating its
expectation of 50%-70% recovery in the event of a default.  But
the increased debt level pro forma for the proposed transaction
lessens what S&P believes debtholders could recoup.

Pro forma for the proposed transaction, total reported debt will
increase to about $378 million, up from about $318 million as of
May 31, 2013.  S&P estimates pro forma debt-to-EBITDA leverage
will increase to the low-7x area from the mid-6x area for fiscal
2013, ended May 31, 2013.  S&P forecasts leverage could decline to
the low- to mid-6x area by the end of 2014.

S&P's ratings on the maker of Cole Haan footwear and accessories
reflects its assessment that the company's financial risk profile
continues to be "highly leveraged", with pro forma leverage in
excess of 7x.  In addition, S&P believes the company's financial
policy has become more aggressive with the pending shareholder
distribution soon after the February 2013 acquisition transaction,
and have revised our descriptor to "very aggressive" from
"aggressive".

S&P's ratings further reflect its view that Calceus' business risk
profile will continue to be "weak".  The business risk assessment
is constrained by S&P's view of the highly competitive market in
which Calceus operates, as well as by its limited geographic
diversification and reliance on a single brand.  S&P believes the
company benefits from its strong positions in the U.S. premium
footwear market and good diversification by product category and
distribution channel.

Ratings List
Calceus Acquisition Inc.
Corporate credit rating            B/Stable/--

Ratings Assigned
Calceus Acquisition Inc.
Senior secured
  $350 mil. term loan due 2020      B
   Recovery rating                  4


CALFRAC WELL: Moody's Says Mission Well Deal a Credit Positive
--------------------------------------------------------------
Calfrac Well Services Ltd.'s (Ba3 stable) announced agreement to
acquire all of the operating assets of Mission Well Services, LLC
(unrated), a privately held hydraulic fracturing and coiled tubing
services provider in the Eagle Ford Shale region of Texas is
credit positive. While the debt financed acquisition will modestly
increase Calfrac's leverage, it provides high quality equipment
that will preempt a portion of Calfrac's 2014 growth capital, and
give Calfrac a position in the active Eagle Ford basin.

The principal methodology used in rating Calfrac Well Services
Ltd. was the Global Oilfield Service industry methodology
published in December 2009.

Calfrac Well Services Ltd. is a Calgary, Alberta based provider of
pressure pumping services to exploration and production companies.


CHA CHA ENTERPRISES: BDO USA Okayed as Accountant and Tax Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Cha Cha Enterprises, LLC, to employ BDO USA, LLP as
accountant and tax advisor.

BDO is expected to, among other things:

   a. prepare Cha Cha's federal and state tax returns for the
      2012 tax year and any subsequent years as needed;

   b. represent Cha Cha during the conduct of any tax examination
      and review by tax authorities;

   c. complete the review of Cha Cha's consolidated financial
      statements for the year ended Dec. 30, 2012, including
      addressing subsequent events;

   d. evaluate whether Cha Cha now constitutes a Variable Interest
      Entity under FASB ASC 810 and therefore must be consolidated
      with Mi Pueblo's financial statements; and

   e. provide consulting services related to accounting and review
      matters related to Cha Cha's consolidated financial
      statements during the bankruptcy proceeding.

At the time of Cha Cha's and Mi Pueblo's bankruptcy filings, BDO
was owed $56,613 for audit fees on behalf of Mi Pueblo and Cha Cha
and $12,495 for tax services on behalf of Mi Pueblo.  There were
no fees outstanding for tax services on behalf of Cha Cha.
BDO has agreed to waive all prepetition fees owed.

From April 21, until July 22, BDO received from Mi Pueblo
approximately $86,342 in audit fees and $5,000 for tax services
for work on behalf of Cha Cha.

BDO will be compensated on an hourly basis for the accounting and
review services to be provided by BDO.  Based on BDO's hourly
billing rates for such services, the compensation to be paid to
BDO for the accounting and review services is estimated to cost
approximately $25,000 to $30,000.  BDO will charge Cha Cha based
on its agreed discounted hourly rates according to these rate
schedule:

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

BDO will be compensated for preparing and filing Cha Cha's federal
and California tax returns based on a fixed fee of $6,400 for
fiscal year ended Dec. 30, 2012, and $1,000 for any additional
state or local returns required.  BDO will be compensated at 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.

To the best of Cha Cha Enterprises's knowledge, BDO is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHA CHA ENTERPRISES: Final Cash Collateral Hearing on Oct. 2
------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California will convene a final hearing on
Oct. 2, 2013, at 10:30 a.m., to consider Cha Cha Enterprises,
LLC's motion for use of cash collateral in which secured creditor
Wells Fargo Bank, N.A. asserts an interest.

The Debtor's use of cash collateral is limited until Oct. 6, 2013.
In addition to the variance for each line item category in each
weekly period during the second budget period, permitted expenses
for all line item categories in each weekly period may exceed, in
the aggregate, $10,000 for that weekly period, all the foregoing
unless otherwise agreed to by the Bank or approved by an order of
the Court.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant replacement liens in
the dip collateral, subject to carve out on certain expenses.

Additionally, the Debtor will make adequate protection payments to
the Bank on Oct. 1, in the amount of $186,306.

Previously, the Court entered an interim order for the Debtor's
use of cash collateral until Aug. 28.

As reported in the Troubled Company Reporter on Aug. 16, 2013, the
Bank is also entitled to an administrative expense claim with
superpriority status to the extent the Bank is not adequately
protected with respect to the Debtor's use of cash collateral.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHA CHA ENTERPRISES: Taps Smith Commercial as Real Estate Broker
----------------------------------------------------------------
Cha Cha Enterprises, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Smith
Commercial Management, Inc. as real estate broker.

The Debtor owns vacant land containing approximately 1.03 acres
located at 1100 East Williams Street, City of San Jose, State
of California, APN 472-01-009, County of Santa Clara which has an
assessed value of $2,201,291.  The Debtor has determined that a
sale of the vacant land is in the best interests of its estate,
and that retention of Smith Commercial will assist the Debtor in
maximizing the value of the Vacant Land for the benefit of
creditors.

Rudy Silverberg, a real estate broker with Smith Commercial, will
be in charge of the overall marketing and selling the vacant land.

Smith Commercial has determined that the vacant land must have a
list price of $2,500,000.  The listing agreement grants an
exclusive listing to Smith Commercial to market and sell the
vacant land until Dec. 26, 2013, and thereafter for successive
periods of 30 days each, until terminated by the Debtor upon 30
days' written notice without cause or immediately for cause.

The Debtor proposed to compensate Smith Commercial as:

   a. if a sale is completed solely by members of the Listing
      Team at Smith Commercial and/or owner, broker will be
      entitled to receive a commission of 3% of the final sale
      price.

   b. If a sale is completed by a broker which is not a member
      of the Listing Team, Smith Commercial will receive a
      commission of 5% of the final sale price, as computed with
      the Outside Broker entitled to receive 50% of the total
      commission and the Listing Team entitled to the remaining
      50% of the total sale commission.

To the best of the Debtor's knowledge, Smith Commercial does not
hold or represent any interest materially adverse to the interests
of the estate or any class of creditors or equity security
holders.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CITY HOMES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: City Homes III, LLC
          fdba City Homes III Limited Partnership
        330 East 25th Street
        Baltimore, MD 21218

Bankruptcy Case No.: 13-25370

Chapter 11 Petition Date: September 10, 2013

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtors' Counsel: James A. Vidmar, Jr., Esq.
                  YUMKAS, VIDMAR & SWEENEY, LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798
                  E-mail: jvidmar@yvslaw.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
City Homes, Inc.                   13-25371
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
City Homes Bretton, LLC            13-25372
City Homes East Business Trust     13-25373
City Homes Johnston Square, LLC    13-25376
   fdba BHP/Johnston Square Limited Partnership
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
City Homes Management, LLC         13-25377
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
City Homes Newington, LLC          13-25378
City Homes Ocala, LLC              13-25379
City Homes Patriots II, LLC        13-25380
City Homes Peabody, LLC            13-25381
City Homes Royalton, LLC           13-25382
City Homes West Business Trust     13-25383

The petitions were signed by Barry Mankowitz, president of City
Homes, Inc., sole member.

A. A copy of City Homes III's list of its 19 largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/mdb13-25370.pdf

B. A copy of City Homes, Inc.'s list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mdb13-25371.pdf

C. A copy of City Homes Johnston Square's list of its largest
unsecured creditors filed with the petition does not contain any
entry.

D. A copy of City Homes Management's list of its five largest
unsecured creditors filed with the petition is available for free
at: http://bankrupt.com/misc/mdb13-25377.pdf


COSTA BONITA: Disputes Asociacion's Case Dismissal Bid
------------------------------------------------------
Costa Bonita Beach Resort, Inc., is asking the Bankruptcy Court to
deny Asociacion de Condomines de Costa Bonita's motion to dismiss
its Chapter 11 case for alleged lack of compliance with a prior
court order.

The Debtor said it has paid Asociacion in full all amounts due to
Asociacion, rendering the motion to dismiss as moot.

Asociacion had requested payment of $5,556 due and $2,000 that
became due on Aug. 31, 2013.

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CT TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investor Service has assigned a B2 Corporate Family Rating
to CT Technologies Intermediate Holdings, Inc. (dba "HealthPort").
Concurrently, Moody's assigned a B1 rating to a new first lien
credit facility and a Caa1 rating to a second lien term loan. This
is the first time Moody's has rated HealthPort. The ratings
outlook is stable.

Proceeds from the new term loans will be used to repay the
existing credit facility and junior preferred equity, make a
distribution to shareholders, and pay related fees. All ratings
are subject to Moody's review of final documentation.

The following ratings (and Loss Given Default assessments) were
assigned:

- Corporate Family Rating, B2

- Probability of Default Rating, B2-PD

- Proposed $25 million first lien revolver due 2018, B1 (LGD3,
33%)

- Proposed $250 million first lien term loan due 2019, B1 (LGD3,
33%)

- Proposed $115 million second lien term loan due 2020, Caa1
(LGD5, 86%)

Ratings Rationale:

The B2 CFR reflects HealthPort's relatively small revenue size of
$300 million and high pro forma financial leverage (debt / EBITDA)
of approximately 6x (using Moody's standard adjustments). The
ratings are further constrained by reputational and legal risks
attendant in the release of protected health information, although
HealthPort has never been charged with a breach. Potential changes
within the regulatory environment also present risk if
requirements under HIPAA evolve to become more restrictive.
Furthermore, a large percentage of HealthPort's fee schedule is
mandated by state law. Moody's believes pricing pressure could
result over time, particularly as the industry moves towards
electronic health records as opposed to paper charts.

Nonetheless, over the medium term, Moody's views end market demand
as solid and HealthPort should continue to benefit from its
leading market position in the medical information exchange
market. Volumes are expected to grow as an aging population and
healthcare reform drive the generation of more medical records,
and commercial payers and government agencies perform more payment
audits that require accessing medical records. A large percentage
of hospitals and physician practices currently perform the release
of information function in-house, but the increasing number of
requests is expected to accelerate the trend towards outsourcing
this service.

Moody's expects organic revenue growth to drive de-leveraging of
debt / EBITDA to 5.6 -- 5.8x in 2014. HealthPort is expected to
maintain a good liquidity profile, supported by solid free cash
flow generation and an undrawn $25 million revolver.

The stable outlook anticipates that HealthPort will continue to
win new business and grow its market share while maintaining
stable profitability margins and good liquidity. The ratings could
be downgraded if pricing pressures or negative regulatory
developments result in margin compression and declines in cash
generation such that free cash flow to debt falls below 2% or
total debt / EBITDA is sustained above 6x. A debt-funded
acquisition or dividend could also pressure the rating. The
ratings could be upgraded if HealthPort expands its revenue base
and reduces debt such that debt / EBITDA is sustained below 5x
while maintaining a good liquidity profile and stable margins.

HealthPort is the largest provider of medical information exchange
management services in the United States. The company has been
majority-owned by ABRY Partners since 2007. Revenues are expected
to exceed $300 million in 2013.

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


D&L ENERGY: Amends Schedules of Assets and Liabilities
------------------------------------------------------
D & L Energy, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of Ohio its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $36,032,400
  B. Personal Property            $4,983,277
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,373,565
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,500
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,812,152
                                  -----------     -----------
        TOTAL                     $41,015,677      $6,187,217

A copy of the amended schedules is available for free at
http://bankrupt.com/misc/D_&_L_ENERGY_sal_amended.pdf

                       About D&L Energy

D & L Energy has been involved in a number of joint ventures and
limited partnerships that drill, own, and operate conventional oil
and gas wells throughout Northeast Ohio and Northwest
Pennsylvania.  D&L has also been involved in the drilling,
construction, operation and ownership of saltwater injection wells
in the State of Ohio.  D&L has also been involved in marketing and
selling the "deep rights" to its oil and gas leases.

In early 2013, the then-principal of D&L, Ben Lupo, was accused of
violating the U.S. Clean Water Act by allegedly instructing
agents/employees of a separate entity to dump waste water in an
improper manner.  As a result of Mr. Lupo's alleged actions, the
Debtors were forced to incur substantial clean up costs.

D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow,
Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case
No. 13-40813) on April 16, 2013.  Judge Kay Woods oversees the
case.  Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  The Debtor
disclosed $41,015,677 in assets and $6,185,158 in liabilities as
of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq.,
at Squire Sanders (US) LLP, represent the Creditors Committee as
counsel.


DESARROLLADORA ORAMA: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Desarrolladora Orama SE
        P.O. Box 363
        Jayuya, PR 00664

Bankruptcy Case No.: 13-07475

Chapter 11 Petition Date: September 11, 2013

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

Judge: Brian K. Tester

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

Scheduled Assets: $2,508,053

Scheduled Liabilities: $972,000

A list of the Company?s four largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/prb13-7475.pdf

The petition was signed by Sigfredo Orama Torres, socio
administrador.


DESIGNLINE CORP: Panel Can Tap Benesch Friedlander as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chap. 11 cases of Designline Corporation and DesignLine USA sought
and obtained permission from the U.S. Bankruptcy Court to retain
Benesch, Friedlander, Coplan & Aronoff LLP as co-counsel nunc pro
tunc to Aug. 27, 2013.

BFC&A will be assisting and advising the Committee in its
consultation with the Debtors relative to the administration of
the Debtors' cases.  The firm will also be attending meeting and
negotiating with representatives of the Debtors and other parties-
in-interest.

The firm's services will be paid on its standard hourly rates:

      Michael J. Barrie, partner        $465
      Samiel Hodson, partner            $420
      Jennifer R. Hoover, partner       $395
      Stephen M. Ferguson, associate    $285
      Jennifer E. Smith, associate      $295
      Elizabeth Hein, paralegal         $240

The firm will also be reimbursed for its actual and necessary
expenses.

Michael J. Barrie, Esq., a partner of BFC&A, assures the Court
that this firm represents no adverse interest to the Committee
that would preclude it from acting as counsel to the Committee on
matters upon which it is to be engaged.

DesignLine Corporation and DesignLine USA LLC sought Chapter 11
protection (Bankr. D. Del. Lead Case Nos. 13-12089 and 13-12090)
on Aug. 15, 2013.  Katie Goodman signed the petitions as chief
restructuring officer.  Mark D. Collins, Esq., and Michael Joseph
Merchant, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtors' counsel.  Nelson Mullins Riley & Scarborough, LLP, is the
Debtors' general bankruptcy counsel.  The Debtors' financial
advisor is GGG Partners LLC.  The Debtors estimated assets and
debts of at least $10 million.


DESIGNLINE CORP: Panel Can Tap Moon Wright as Co-Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chap. 11 cases of Designline Corporation and DesignLine USA sought
and obtained permission from the U.S. Bankruptcy Court to retain
Moon Wright & Houston, PLLC as its counsel.

MWH will be performing legal services necessary to assist the
Committee in its duties during the pendency of the Debtors' cases.

MWH will be paid for its services on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  The
principal attorneys and paralegals designated to represent the
Committee and their current standard hourly rates are:

                 Travis W. Moon            $650
                 Richard S. Wright         $475
                 Andrew T. Houston         $400
                 David R. DiMatteo         $285
                 John C. Woodman           $225
                 Caleb Brown               $200
                 Shannon Myers, paralegal  $175

Travis M. Moon, Esq., assures the Court that his firm is a
"disinterested person" within the mearning of Sec. 101(14) of the
Bankruptcy Code.

DesignLine Corporation and DesignLine USA LLC sought Chapter 11
protection (Bankr. D. Del. Lead Case Nos. 13-12089 and 13-12090)
on Aug. 15, 2013.  Katie Goodman signed the petitions as chief
restructuring officer.  Mark D. Collins, Esq., and Michael Joseph
Merchant, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtors' counsel.  Nelson Mullins Riley & Scarborough, LLP, is the
Debtors' general bankruptcy counsel.  The Debtors' financial
advisor is GGG Partners LLC.  The Debtors estimated assets and
debts of at least $10 million.


EARL GAUDIO: Committee Hires Evans Forehlich as Local Counsel
-------------------------------------------------------------
The Official Unsecured Creditors appointed Earl Gaudio & Son Inc.
asks the U.S. Bankruptcy Court for permission to retain Evans,
Forehlich, Beth & Chamley as local counsel.

The Panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm's rates are:

      Professional                    Rates
      ------------                    -----
   Joseph P. Chamley, Partner         $200
   Paraprofessionals                  $100

Hearing on the motion is set for Oct. 3, 2013 at 9:00 a.m. at Room
120-Danville, IL for 86 and for 89.

Proposed counsel to the Official Unsecured Creditors' Committee
can be reached at:

         James E. Rossow Jr., Esq.
         RUBIN & LEVIN, P.C.,
         500 Marott Center
         342 Massachusetts Avenue
         Indianapolis, IN 46204
         Tel: (317) 860-2893
         Fax: (317) 453-8619

Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., at Ice Miller, LLP,
serves as the Debtor's counsel.


EARL GAUDIO: Panel Hires Sorling Northrup as Special Counsel
------------------------------------------------------------
The Official Unsecured Creditors of Earl Gaudio & Son Inc. asks
the U.S. Bankruptcy Court for permission to retain Sorling
Northrup as Special Counsel.

R. Lee Allen, Esq. -- rlallen@sorlinglaw.com -- attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The Debtor wishes to employ Sorling Northrup as special counsel,
nunc pro tunc to the Petition Date, to continue the work that
Sorling Northrup has been able performing since prior to the
Petition Date, including working in concert with the Debtor's
bankruptcy counsel and the Custodian to negotiate issues related
to the sale transaction as well as assisting in preparing for and
effecting a closing thereof.

The normal billing rates of professionals employed by Sorling
Northrup ranges from approximately $200/hour to $260/ hour.  R.
Lee Allen's rate is $260/ hour.

Hearing on the motion is set for Oct. 3, 2013 at 9:00 a.m. at Room
120-Danville, IL for 86 and for 89.

Counsel to the Debtor can be reached at:

         Ben T. Caughey, Esq.
         ICE MILLER LLP
         One American Square, Suite 2900
         Indianapolis, IN 46282-0200
         Tel: (317) 236-2100
         Fax: (317) 236-2219
         E-mail: ben.caughey@icemiller.com

Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., at Ice Miller, LLP,
serves as the Debtor's counsel.


ENERGAE LP: Two North Dakotans Files New Petition for Receivership
------------------------------------------------------------------
Mikkel Pates at AGWEEK reports that two North Dakotans are among
three plaintiffs that have filed a new petition for receivership
against Energae LP of Clear Lake, Iowa, after others who filed a
similar petition a month ago settled their case.

According to the report, Cliff Hylden and his son, Josh Hylden,
from Park River, N.D., among the plaintiffs in a new petition.

The report notes that their petition was filed Sept. 9 in Cerro
Gordo County district court in Mason City, Iowa.  No court date
has been set.

The report relates that Joe Pfeiffer, of counsel with Fishman
Haygood Phelps Walmsley Willis & Swanson LLP, says the new
petition is nearly identical to the earlier one, which his firm
also handled.

"The basic thing that is happening is we're continuing our quest
to figure out what ? if anything ? is owned by Energae LP, and
what is owed," Mr. Pfeiffer said Sept. 12, the report relays.

The report relates that the Sept. 9 petition asks the court to
appoint a receiver to control Energae LP of Clear Lake, which
managed an ethanol plant and a waste-to-electricity business in
Iowa.

The report says that the earlier petition was filed by Robert
Hylden and Darren Sheldon, both of Fargo, N.D., on Aug. 5, but was
"settled" Aug. 26, on the eve of an Aug. 27 hearing in Mason City,
Iowa.  Mr. Pfeiffer declined to explain the nature of the
settlement, except that the issue was "resolved," the report notes
.
The report relays that Darrell Duane Smith of Forest City, Iowa,
who had been active in acquiring investments and loans for the
company, earlier was permanently banned from both insurance work
and from investment connections to Energae.

The report says that Energae in March 2012 was looking for sugar
beet farmers in the Red River Valley to invest in the company and
to produce beets for an ethanol process in Grafton, N.D. ? a
project that fell through.

Robert and Cliff Hylden are brothers.  They are also brothers to
the Rev.  Todd Hylden, Fergus Falls, Minn., who formerly was a
marketing official of Energae LP. Pfeiffer says the Hyldens are a
large family and that it's "not unusual" to find investors from
the same family.


ENERGY FUTURE: Creditor Groups Continue Talks on Friday
-------------------------------------------------------
The Wall Street Journal's Mike Spector and Emily Glazer report
that creditor groups of Texas utility Energy Future Holdings Corp.
will resume talks this Friday.  The report says the talks have
been ongoing for several weeks but have largely gone nowhere,
according to people familiar with both sides.  The sources told
WSJ the gulf in the negotiations is being fueled by disagreements
over how to value each subsidiary of the company as well as
complex tax issues.  Most involved in the discussions believe
Oncor, for instance, is worth more than $1 billion but disagree on
how much more, the people said.  The bondholders at the Oncor
subsidiary, meanwhile, are arguing that Texas Competitive Electric
is worth far less than its creditors contend because of falling
power prices.

Energy Future owes more than $40 billion to creditors.  Sources
told WSJ say the Friday meeting could be the start of critical
discussions that determine whether a deal ultimately is reached.

The sources told WSJ Energy Future faces billions of dollars in
potential tax bills if these subsidiaries break apart from the
parent company. The bondholders at the Oncor subsidiary have
considered selling the business and using proceeds to repay their
debts, the people said. But such a separation would create a large
tax liability that would ultimately lower these bondholders'
financial recoveries, because they would have to share repayment
with tax authorities such as the Internal Revenue Service, the
people said.

The report says the battle among Energy Future creditors pits
large hedge funds and private-equity groups such as Apollo Global
Management LLC, Oaktree Capital Management LP and Centerbridge
Partners LP against competitors including Avenue Capital Group,
York Capital Management, Third Avenue Management LLC and GSO
Capital Partners (Blackstone Group LP's credit arm), over plans
for the power producer's potential bankruptcy filing.

WSJ also notes KKR & Co., TPG and Goldman Sachs Group Inc.'s
private-equity arm, which led the 2007 buyout, are pushing to
retain some ownership, since equity holders often lose their
stakes in a bankruptcy.

On Nov. 1, 2013, Energy Future faces a deadline to pay roughly
$270 million to junior bondholders at Texas Competitive Electric,
an Energy Future subsidiary, the sources told WSJ.  Senior
creditors at Texas Competitive Electric, including Apollo, Oaktree
and Centerbridge, are loath to see Energy Future make that
payment, because money would go to bondholders ranked behind them
in the bankruptcy-repayment pecking order, said people familiar
with their thinking, according to the report.  A bankruptcy filing
before Nov. 1 would help the company avoid that payment.

WSJ says the company has begun talking with banks including
Citigroup Inc. and J.P. Morgan Chase & Co. about a $2-billion-plus
loan that could be used during bankruptcy proceedings, according
to people close to the negotiations.  Those discussions are in the
early stages, and the size and structure of the loan could change,
the people said.

WSJ says Energy Future is racing to negotiate a so-called
prepackaged bankruptcy plan with creditors in a bid to avoid a
prolonged stay under Chapter 11 protection. If enough creditors
agree to such a reorganization plan ahead of a bankruptcy filing,
Energy Future might be able to re-emerge from bankruptcy much more
quickly than through a traditional process. Energy Future is
pressuring the creditors with the threat of a protracted,
expensive bankruptcy absent such a deal, some of the people close
to the negotiations said.

KKR, TPG and Goldman's private-equity arm bought TXU in 2007 for
$32 billion plus about $13 billion in assumed debt in the hopes
natural-gas prices would rise and allow the company to charge more
for electricity. Instead, prices fell sharply as drillers
discovered more natural gas, and the company racked up losses
exceeding $18 billion from 2007 through the end of 2012. The
buyout firms have written down the value of their investment in
the company, originally around $8 billion, to nearly zero.

According to WSJ, Moody's Investors Service earlier this month
said it expects parts of Energy Future to seek Chapter 11
protection before the end of this year in what could be the
largest bankruptcy in the U.S., excluding financial firms, since
1980 in terms of debt.

WSJ notes a group of senior creditors including Apollo are owed
about $25 billion from Texas Competitive Electric.  Another key
group, including Avenue, is made up of unsecured bondholders who
are owed about $1.45 billion from Energy Future Intermediate
Holding Co., a subsidiary that owns Oncor, the company's regulated
business that delivers electricity to consumers.

The report also says the unsecured bondholders of the Oncor
subsidiary recently proposed being paid about $1.65 billion, an
amount that would repay their debts fully with interest, the
people said.  The Texas Competitive Electric creditors countered
with a proposal for the company to pay these bondholders about
$800 million, they said.

          About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

In February 2013, Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."


EVERGREEN OIL: Clean Harbors Buying Biz Under Confirmed Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Clean Harbors Inc. is buying Evergreen Oil Inc. under
a Chapter 11 reorganization plan for Evergreen approved last week
when the bankruptcy judge in Santa Ana, California, signed a
confirmation order.

According to the report, the acquisition will cost Norwell,
Massachusetts-based Clean Harbors $60 million.  The purchase price
is being paid from available cash, the buyer said in a statement
Sept. 16.  The plan calls for distributing sale proceeds and other
assets in the order of priority called for in bankruptcy law.  The
secured lender with first call on proceeds is Guggenheim Corporate
Funding LLC, as agent, owed $66.2 million.  Evergreen creditors
will retain lawsuits to provide additional funds for distribution.
Unsecured creditors have no guaranteed recovery.  The papers said
they will get what's left, if anything, after creditors with
higher priority are paid, including Guggenheim.

The report notes that the judge was required to confirm the plan
using the so-called cram down process because the class of
mechanics' lien holders voted against it.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors disclosed $83,739,748 in assets and $89,302,759 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Alan I. Nahmias, Esq., at Mirman, Bubman & Nahmias, LLP represents
the Committee.

Bank of the West is represented by William B. Freeman, Esq., at
Katten Muchin Rosenman LLP.


EXIDE TECHNOLOGIES: Severance Approved
--------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Exide Technologies' motion to provide severance benefits to hourly
employees at the Debtor's Bristol, Tennessee facility.

As previously reported, "In the ordinary course of business, the
Debtor has, in its discretion, provided severance benefits to
certain hourly employees. In particular, prior to the Petition
Date, the Debtor generally provided severance to its hourly
employees at its Bristol Plant in connection with the wind-down of
operations. Generally, the severance benefits provided to Bristol
Plant Hourly Employees in connection with the wind-down have been
calculated consistent with the criteria utilized to determine
benefits under the Income Protection Plan, which the Debtor has
the authority to implement with respect to non-insider salaried
employees....The Debtor estimates the severance cost for the
Bristol Plant Hourly Employees that have been or will be severed
since the Petition Date pursuant to the Bristol wind-down plan to
be approximately $583,140....The Debtor respectfully submits that
providing severance to Bristol Plant Hourly Employees is well
within its business judgment given the boost to employee morale
and focus during the wind-down of the Bristol Plant."

The motion further explains, "The nature of the assignment --
winding down the Bristol Plant -- could cause significant
challenges for Exide to attract replacements if existing Bristol
Plant Hourly Employees resign. Thus, the premature departure of
Bristol Plant Hourly Employees would extend the timeline for the
wind-down of the Bristol Plant, thereby costing the estate more
money. Given the costs associated with a delayed and unsuccessful
wind-down, Exide submits that the cost associated with severance
payments to Bristol Plant Hourly Employees is reasonable."

                     About Exide Technologies

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

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

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

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

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

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

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


FIRSTENERGY CORP: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of FirstEnergy Corporation
(FE) and its subsidiaries. The Rating Outlook is Stable.

In Fitch's opinion, key rating drivers for FE include:

-- The extended downturn in U.S. power prices and its adverse
   effect on operating profits at consolidated FE, FES and Supply;

-- FE's planned asset restructuring, plant retirements and debt
   reduction at FES and Supply;

-- Rating linkage between FE and its unregulated and regulated
   operating subsidiaries under Fitch criteria;

-- Relatively stable electric utility operations and cash flows,
   but higher debt and weakening credit metrics at JCP&L.

Low Power Prices

The ratings and Stable Outlook for FE, FES and Supply primarily
reflect the prolonged downturn in power prices driven by a surfeit
of natural gas supply, strong reserve margins and a relatively
sluggish economic recovery. Low power prices have depressed
margins and cash flows at FES and Supply, along with more
stringent environmental requirements.

Moreover, the results of the PJM Interconnection's 2016/2017 base
residual auction bode ill for a meaningful regional power price
recovery in the near-to-intermediate term, in Fitch's opinion.
Fitch believes FE's announcement in July 2013 to retire the
Hatfield super-critical coal-fired generating facility underscores
the challenges confronting FE's unregulated generation business
model against a backdrop that includes a surfeit of natural gas
supply and elevated environmental costs.

Restructuring Update

The ratings consider debt restructuring, asset transfers and sales
at FE and its subsidiaries. FE entered into a settlement agreement
in August 2013 that, if approved by the Public Service Commission
of West Virginia (PSC), would authorize the transfer of the 1,476-
mw Harrison Power Station from Allegheny Energy Supply (Supply) to
Monongahela Power Company. The settlement, if approved by the PSC,
would be a constructive development, in Fitch's view, that has
been factored into the current ratings.

The ratings reflect issuance of $1.5 billion of FE parent debt and
reduction of a like amount of debt at subsidiaries FirstEnergy
Solutions (FES) and Supply earlier this year.

The ratings also consider the issuance of Ohio PIRB Special
Purpose Trust Notes totaling $455 million. Fitch expects proceeds
from planned asset sales to third parties in 2013 will be used to
reduce debt at FES/Supply.

Fitch has taken the following rating actions:

FirstEnergy Corp.

-- IDR affirmed at 'BB+';
-- Senior unsecured debt affirmed at 'BB+';
-- Short-term IDR and commercial paper ratings affirmed at 'B'.

The Rating Outlook is Stable.

FirstEnergy Solutions Corp.

-- IDR affirmed at 'BB+';
-- Senior unsecured debt affirmed at 'BB+';
-- Short-term IDR and commercial paper ratings affirmed at 'B'.

The Rating Outlook is Stable.

Allegheny Energy Supply Co., LLC

-- IDR affirmed at 'BB+';
-- Senior unsecured debt and revenue bonds affirmed at 'BB+';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

Allegheny Generating Co.

-- Issuer Default Rating (IDR) affirmed at 'BBB';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

Jersey Central Power & Light

-- IDR affirmed at 'BBB-';
-- Senior unsecured debt affirmed at 'BBB';
-- Short-term IDR and commercial paper affirmed at 'B'.

The Rating Outlook is Stable.

Ohio Edison Company

-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Senior unsecured debt and revenue bonds affirmed at 'BBB';
-- Short-term IDR and commercial paper affirmed at 'B'.

The Rating Outlook is Stable.

Pennsylvania Power Company

-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

Cleveland Electric Illuminating Co.

-- IDR affirmed at 'BB+';
-- Senior secured debt affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB-'.

The Rating Outlook is Stable.

Toledo Edison Company

-- IDR affirmed at 'BB+';
-- Senior secured debt affirmed at 'BBB'.

The Rating Outlook is Stable.

BVPS II Funding Corp.

-- Secured debt affirmed at 'BBB'.

Beaver Valley II Funding Corp.

-- Secured Debt affirmed at 'BBB'.

PNPP II Funding Corp.

-- Secured debt affirmed at 'BBB-'.

Pennsylvania Electric Company

-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Senior unsecured debt affirmed at 'BBB';
-- Short-term IDR and commercial paper affirmed at 'B'.

The Rating Outlook is Stable.

Metropolitan Edison Company

-- IDR affirmed at 'BBB';
-- Senior secured affirmed at 'A-';
-- Senior unsecured affirmed at 'BBB+';
-- Short-term IDR and commercial paper affirmed at 'B'.

The Rating Outlook is Stable.

Monongahela Power Company

-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Secured revenue bonds affirmed at 'A-';
-- Senior unsecured revenue bonds affirmed at 'BBB+';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

Potomac Edison Co.

-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Secured revenue bonds affirmed at 'A-';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

West Penn Power Co.

-- IDR affirmed at 'BBB';
-- Senior Secured Debt affirmed at 'A-';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

Trans-Allegheny Interstate Line Co.

-- IDR affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.

American Transmission Systems Inc.

-- IDR affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR affirmed at 'B'.

The Rating Outlook is Stable.


FISKER AUTOMOTIVE: Energy Dept. to Sell Defaulted Loan on Oct. 11
-----------------------------------------------------------------
Mike Ramsey, writing for The Wall Street Journal, reports that the
U.S. Department of Energy said on Tuesday it plans to conduct an
auction on Oct. 11 to sell a loan to Fisker Automotive Inc.  The
Fisker loan has a $168 million unpaid balance.  Deadline for
submitting initial bids is Oct. 7.

WSJ says a sale would potentially pave the way for the former
maker of a $109,000 and up battery-powered sedan to be revived
under a new owner.

The report says Fisker hasn't produced a car in more than a year
and was plagued by quality problems after it launched its first
vehicles in 2011.

The report notes there have been several reported suitors for the
maker of the Fisker Karma. In each case, the buyers want the U.S.
government to take as little as 15 cents on the dollar, according
to people familiar with the matter. When Fisker failed to make
payments earlier this year, the government seized $21 million from
the company's bank account.

WSJ says Fisker's auction would be similar to one held for Vehicle
Production Group, a maker of natural-gas powered wheelchair-
accessible vans, a few weeks ago. VPG's nonperforming loan was
sold in an auction to AM General LLC for $3 million. The original
loan was for $50 million.

The report notes Fisker couldn't be reached for comment. The phone
at its Anaheim headquarters has been disconnected and executive
mobile-phone numbers terminated. Fisker's restructuring firm,
Kirkland & Ellis LLP, declined to comment.

The report recounts Fisker received a $529 million loan from the
Department of Energy's Advanced Technology Vehicles Manufacturing
Loan Program and drew down roughly $192 million before the
department froze it because Fisker failed to hit several
development targets required by the loan.  The company defaulted
on its loan in April and hired a bankruptcy and restructuring
firm, but didn't file for bankruptcy as the company's investors
sought to sell the business and its loan obligation at a reduced
rate outside of a bankruptcy filing.


G. L. MCNEILL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: G. L. McNeill, Inc.
          fdba McNeill-Wilbert Vault Company, Inc.
          dba McNeill Concrete
          aka McNeill, Inc.
          dba McNeill Concrete Works
        1344 River Falls Street
        Andalusia, AL 36420-2029

Bankruptcy Case No.: 13-11670

Chapter 11 Petition Date: September 10, 2013

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Dothan)

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  ESPY, METCALF & ESPY, P.C.
                  P.O. Drawer 6504
                  326 North Oates Street
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288
                  E-mail: kc@espymetcalf.com

Scheduled Assets: $1,735,356

Scheduled Liabilities: $781,441

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/almb13-11670.pdf

The petition was signed by Shirley F. McNeill, president.


GATOR ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gator Enterprises, Inc.
        1169 Nostrand Avenue
        Brooklyn, NY 11255

Bankruptcy Case No.: 13-45564

Chapter 11 Petition Date: September 12, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Farrel Donald, Esq.
                  LAW OFFICES OF FARREL DONALD
                  242 Fountain Avenue
                  Brooklyn, NY 11208
                  Tel: (347) 278-2509

Estimated Assets: $500,001 to $500,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Belva Purcell, director.


GLOBAL AXCESS: Taps Smith Gambrell as Bankruptcy Counsel
--------------------------------------------------------
Global Axcess Corp., et al., ask the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Smith, Gambrell &
Russell, LLP as bankruptcy counsel.

SGR has been counsel to the Debtors since 2003 and has advised the
Debtors on general corporate, finance, litigation, restructuring
and other matters under U.S. law.

The hourly rates of SGR's bankruptcy and other professionals and
paraprofessionals expected to render services to the Debtors in
the Chapter 11 Cases range from $180 to $625 per hour.

During the 90 days prior to the Petition Date, SGR received
payments from the Debtors in the approximate amount of $257,073
for fees and expenses incurred relating to the commencement of the
Chapter 11 cases and the efforts to solicit bids for the assets of
the Debtors.  In addition, during the 90 days prior to the
Petition Date, SGR received payments totaling approximately
$10,874.00 for fees and expenses incurred for work performed
as counsel to the Debtors not directly related to the
restructuring or sale of their assets.  During the one year period
before the Petition Date, SGR received approximately $615,228 from
the Debtors.  Prior to the Petition Date, SGR received $200,000 as
a retainer for postpetition legal services.

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

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp., through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.
Affiliate Nationwide Ntertainment Services Inc. has 323 DVD
rental kiosks, mostly on military bases.

Global Axcess along with affiliates sought Chapter 11 protection
(Bankr. D. Nev. Case No. 13-51562) in Reno, Nevada on Aug. 5.

Gabrielle A. Hamm, Esq., at Gordon Silver serve as counsel.  Brian
P. Hall, Esq., at Smith, Gambrell & Russell, LLP is the co-
counsel.  Morris Anderson is the financial advisor, and Mayer
Hoffman McCann, P.C., is the tax consultant.  Kurtzman Carson
Consultants LLC serves as the official claims and noticing agent.

Global Axcess disclosed assets of $9.2 million and debt totaling
$19.3 million.

The U.S. Trustee appointed four creditors to serve in the Official
Committee of Unsecured Creditors.


GMG CAPITAL: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GMG Capital Partners III, L.P.
        575 Lexington Avenue, Suite 2890
        New York, NY 10022
        Tel: (212) 832-4013

Bankruptcy Case No.: 13-12937

Chapter 11 Petition Date: September 10, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Michael S. Fox, Esq.
                  OLSHAN FROME WOLOSKY, LLP
                  Park Avenue Tower
                  65 E. 55th Street
                  New York, NY 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222
                  E-mail: mfox@olshanlaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                                  Case No.
        ------                                  --------
GMG Capital Partners III Companion Fund, L.P.   13-12939
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

The petitions were signed by Jeffrey Gilfix, chief operating
officer.

A. A copy of GMG Capital Partners III Companion Fund's list of its
14 largest unsecured creditors filed with the petition is
available for free at:
http://bankrupt.com/misc/nysb13-12939.pdf

B. GMG Capital Partners III's List of Its 18 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Athenian Venture Partners I, L.P.  Trade Debt -         $6,950,000
340 West State Street,             Landlord
Unit Suite 29, Suite 137D
Athens, OH 45701

JDJ Management, LLC                Trade Debt -           $537,534
575 Lexington Avenue, Suite 2890   Management Services
New York, NY 10022

Potter Anderson Corroon            Trade Debt -           $308,116
1313 North Market Street           Legal
P.O. Box 951
Wilmington, DE 19899

Keevican Weiss Bauerle & Hirsch,   Trade Debt -           $161,828
LLC                                Legal

Greenberg Traurig, LLP             Trade Debt -            $50,861
                                   Legal

Nordlicht & Hand                   Trade Debt -            $48,019
                                   Legal

Corporate Power, Inc.              Trade Debt -            $14,142
                                   Technical Consultants

Donald L. Gouge, Jr., Esq.         Trade Debt -            $13,773
                                   Legal

United Healthcare Oxford           Trade Debt -             $2,813
                                   Litigation

Susan Lakosil                      Trade Debt -             $2,393
                                   Accountant

Staples Credit Plan                Trade Debt -             $2,119
                                   Supplies

Level 3                            Trade Debt -               $767
                                   Telephonic Conferencing

Signal Point ? New York            Trade Debt                 $537
                                   Internet

T-Mobile                           Trade Debt ?               $287
                                   Phone

Federal Express                    Trade Debt -               $243
                                   Mailing

Pitney Bowes                       Trade Debt                 $181

Verizon (Fax)                      Trade Debt ? Fax           $113

Verizon Wireless                   Trade Debt ? Phone         $111


GMG CAPITAL PARTNERS: Wants to Employ Olshan Frome as Counsel
-------------------------------------------------------------
GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., seek authority from the Bankruptcy Court to
employ Olshan Frome Wolosky LLP as their attorneys, nunc pro tunc
to the Petition Date.  The Debtors have selected Olshan as their
attorneys because of the firm's knowledge of their business and
financial affairs and its extensive general experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

Olshan will, among other things:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession continuing to operate and
       to manage their respective businesses and properties under
       Chapter 11 of the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed in the
       Debtors' Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in the Chapter 11
       cases;

   (d) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (e) advise and assist the Debtors in connection with any
       commercial transactions;

   (f) advise and assist the Debtors in communications with the
       Debtors' stakeholders;

   (g) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections and
       lease restructurings;

   (h) advise the Debtors in connection with the formulation,
       negotiation and promulgation of a Chapter 11 plan or plans,
       and related transactional documents;

   (i) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (j) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of the
       Debtors' Chapter 11 estates or otherwise further the goal
       of completing the Debtors' successful Chapter 11 process,
       and to defend against any litigation brought against the
       Debtors; and

   (k) perform all other necessary and appropriate legal services
       in connection with the Chapter 11 cases for or on behalf of
       the Debtors.

The Debtors will pay Olshan based on the firm's current hourly
rates as follows:

             Partners & Counsel   $500 to $780
             Associates           $290 to $500
             Paraprofessionals    $170 to $300

These professionals presently are expected to have primary
responsibility for providing services to the Debtor: Michael S.
Fox ($670), Kyle C. Bisceglie ($650) and Jonathan T. Koevary
($490).

The Debtors will also reimburse the firm for its expenses incurred
in connection with its representation.

Olshan received an initial retainer on Aug. 27, 2013, of $55,000
and a subsequent retainer on Sept. 9, 2013, of $15,000, for its
preparation for and representation of the Debtors in their Chapter
11 cases.

The Debtors believe that Olshan is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

The firm can be contacted at:

         Michael S. Fox, Esq.
         Kyle C. Bisceglie, Esq.
         Jonathan T. Koevary, Esq.
         OLSHAN FROME WOLOSKY LLP
         Park Avenue Tower
         65 East 55th Street
         New York, NY 10022
         Tel: 212.451.2300
         Fax: 212.451.2222
         E-mail: jkoevary@olshanlaw.com
                 mfox@olshanlaw.com
                 kbisceglie@olshanlaw.com

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


GMG CAPITAL PARTNERS: Section 341(a) Meeting Set on October 16
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of GMG Capital
Partners III, L.P., will be held on Oct. 16, 2013, at 2:30 p.m. at
80 Broad St., 4th Floor.

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

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

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


HARSCO CORP: Moody's Keeps Ratings Over Planned Division Sale
-------------------------------------------------------------
Moody's Investors Service said that Harsco Corporation's ratings
are unaffected by the company's announcement that it will sell its
Infrastructure division. The announcement is credit positive
because in the last couple of years the Infrastructure business
has been a drag on the company's overall profitability.

Harsco Corporation, headquartered in Camp Hill, PA, is a
diversified industrial service company focused on global markets
for infrastructure access, outsourced services to metal
industries, metal recovery & mineral-based products, railway track
maintenance and certain industrial equipment. Revenues for the 12
months through June 30, 2013 totaled approximately $3.0 billion
and pro forma revenues excluding the Infrastructure business are
expected to be $2.1 billion.

On March 14, 2013, Moody's downgraded Harsco's senior unsecured
ratings to Ba1 from Baa3, and downgraded its commercial paper
rating to Not-Prime from Prime-3. In addition, Moody's assigned
the company a Ba1 Corporate Family Rating, a Ba1-PD Probability of
Default Rating, and an SGL-3 Speculative Grade Liquidity Rating.


HOSPEDERIA VILLA: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hospederia Villa Verde Inc.
        PMB 540, P.O. Box 6017
        Carolina, PR 00984

Bankruptcy Case No.: 13-07476

Chapter 11 Petition Date: September 11, 2013

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

Judge: Edward A. Godoy

Debtor's Counsel: William M. Vidal, Esq.
                  WILLIAM VIDAL CARVAJAL LAW OFFICES
                  MCS Plaza
                  255 Ponce De Leon Ave., Suite 801
                  San Juan, PR 00917
                  Tel: (787) 764-6867 - 399-6415
                  Fax: (787) 764-6496
                  E-mail: william.m.vidal@gmail.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company?s 13 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/prb13-7476.pdf

The petition was signed by Hector E. Sanchez Rivera, president.


INTERSTATE PROPERTIES: May Use Cash Collateral Until Sept. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court approved a motion filed by Interstate
Properties, LLC, to extend the use of cash collateral of American
National Insurance Company (ANICO) until Sept. 30, 2013.  ANICO
and the Debtor stipulated and agreed on the extension of the
termination date of the cash collateral use.

Attorney for the Debtor can be reached at:

         George M. Geeslin, Esq.
         Eight Piedmont Centerm Suite 550
         3525 Piedmont Road, NE
         Atlanta, GA
         Tel: (404) 841-3464
         Fax: (404) 816-1108
         E-mail: geeslingm@aol.com

Attorney for ANICO can be reached at:

         Sean Kulka, Esq.
         ARNALL GOLDEN GREGORY LLP
         171 17th Street NW, Suote 2100
         Atlanta, GA
         Tel: (404) 873-8682
         Fax: (404) 873-8683
         E-mail: sean.kulka@agg.com

                     About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  Judge
Margaret Murphy presides over the case.  George M. Geeslin, Esq.,
who has an office in Atlanta, Georgia, serves as the Debtor's
bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


IRISH BANK RESOLUTION: Borrower Doesn't Want Suits Halted
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irish Bank Resolution Corp., formed to complete the
liquidation of Anglo Irish Bank Corp. and Irish Nationwide
Building Society, isn't eligible for bankruptcy protection in the
U.S. under Chapter 15, according to a borrower who doesn't want
his lawsuits in the U.S. halted.

According to the report, John Flynn and several companies that
borrowed from Anglo Irish filed papers last week telling the U.S.
Bankruptcy Court in Delaware that IBRC is ineligible for
protection under Chapter 15 of the U.S. Bankruptcy Code, which is
designed to assist a bankruptcy primarily pending abroad.

The report notes that the bankruptcy judge scheduled a Sept. 20
hearing to rule on IBRC's Chapter 15 eligibility.

The report relates that Mr. Flynn said he has fraud claims against
the failed bank for manipulating interest rates on loan and
personal guarantees.  His first argument against recognition is
based on the assertion that the bank had a branch in the U.S.
before the liquidation began.

U.S. bankruptcy law precludes a foreign bank from using Chapter 15
if it has a branch in the U.S.  Mr. Flynn said the IBRC case will
raise the question of whether the prohibition remains after the
U.S. branch was closed.  He also contended that the Irish
liquidation is being conducted for the exclusive benefit of the
Irish government and is thus improper.  He said the Irish
proceeding isn't a "collective" bankruptcy and isn't subject to
sufficient judicial oversight.

Mr. Rochelle notes that if the Delaware judge concludes that IRBC
is eligible and Ireland is home to the foreign main bankruptcy
proceeding, creditor actions in the U.S. will halt automatically,
including the lawsuit Flynn has in federal district court in
Manhattan.

                        About Irish Bank

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being seized
by creditors.

Irish Bank Resolution is seeking assistance from the U.S. court in
liquidating Anglo Irish Bank Corp. and Irish Nationwide Building
Society.  The two banks failed and were merged into IBRC in July
2011.  IBRC was tasked with winding them down and liquidating
their assets.  In February, when Irish lawmakers adopted the Irish
Bank Resolution Corp., IBRC was placed into a special liquidation
in the Irish High Court to complete liquidation and distribution
of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio valued
at some 25 billion euros ($33.5 billion). About 70 percent of the
loans were to Irish borrowers. Some 5 percent of the portfolio was
under U.S. law, according to a court filing.  Total liabilities in
June 2012 were about 50 billion euros, according to a court
filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

The IRBC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding.  If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.


JCK HOTELS: Sept. 26 Hearing on Bid for Final Decree Closing Case
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
will convene a hearing on Sept. 26, 2013, at 2 p.m., to consider
JCK Hotels, LLC's motion for entry of a final decree closing its
Chapter 11 case.

According to the Reorganized Debtor, the case is now fully
administered as demonstrated by these factors set forth in the
Advisory Committee notes to Rule 3022:

   a) the order confirming Debtor's plan of reorganization
      has become final;

   b) any payments required by the Plan have been distributed;

   c) the Debtor has assumed the business or the management
      of property dealt with by the Plan;

   d) payments under the Plan have been completed; and

   f) all motions, contested matters and adversary proceedings
      have been fully resolved.

Although the Debtor has requested a hearing to consider entry of
the final decree, the Bankruptcy Court may enter a final decree
closing the case without notice or a hearing.

As reported in the Troubled Company Reporter, the Bankruptcy Court
confirmed the plan of reorganization at a cramdown hearing on
Nov. 29, 2012.  According to the Amended Disclosure Statement
filed on April 16, 2012, the Plan contemplates an infusion of cash
from JCK Holdings of $400,000 and $2,200,000 from investors.  The
cash infusion will be used by the Debtor to make distributions to
allowed claims as provided in the Plan, reinstate unpaid interest
and allowable costs of approximately $1.2 million of the first
trust deed holder on the Debtor's properties.  Approximately
$950,000 of the cash infusion will be used to complete the
renovations remaining on one of the Debtor's two hotels Choice
Hotel Suites, and another $150,000 will be reserved for fees and
costs incurred by professionals in pursuit of confirming the Plan.
The balance of approximately $450,000 will be used to pay 25% of
the claims of Pacific Western Bank and 25% of the unsecured
creditors.

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels.


JEANS.COM INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jeans.Com Inc
        P.O. Box 1479
        Vega Alta, PR 00692

Bankruptcy Case No.: 13-07491

Chapter 11 Petition Date: September 11, 2013

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

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Rafael A. Gonzalez Valiente, Esq.
                  LATIMER BIAGGI RACHID & GODREAU
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  Tel: (787) 724-0230
                  E-mail: rgonzalez@lbrglaw.com

Scheduled Assets: $953,852

Scheduled Liabilities: $5,155,414

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/prb13-7491.pdf

The petition was signed by Michael J. Silva, president.


KSL MEDIA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: KSL Media, Inc.
        15910 Ventura Boulevard, 9th Floor
        Encino, CA 91436-2809

Bankruptcy Case No.: 13-15929

Chapter 11 Petition Date: September 11, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Rodger M. Landau, Esq.
                  LANDAU GOTTFRIED & BERGER, LLP
                  1801 Century Park East, Suite 700
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: rlandau@lgbfirm.com

                         - and ?

                  Monica Rieder, Esq.
                  LANDAU GOTTFRIED & BERGER, LLP
                  1801 Century Park East, Suite 700
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: mrieder@lgbfirm.com

Debtor?s
Forensic
Accountant:       GROBSTEIN TEEPLE FINANCIAL ADVISORY SERVICES LLP

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Janet Miller-Allen, controller.

Affiliates that simultaneously filed separate Chapter 11
petitions:

        Entity                        Case No.
        ------                        --------
T.V. 10's, LLC                        13-15930
Fulcrum 5, Inc.                       13-15931

KSL Media's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ESPN                               Trade Debt           $4,198,504
13039 Collections Center Drive
Chicago, IL 60693

Macdonald Media                    Trade Debt           $2,974,879
185 Madison Avenue, 4th Floor
New York, NY 10016

FX Network                         Trade Debt           $1,817,397
File 55115
Los Angeles, CA 90074

Valassis                           Trade Debt           $1,594,669
38905 West Six Mile Road
Livonia, MI 48152

Home Team Sports National          Trade Debt           $1,294,105
Advertising Partners
File #55437
Los Angeles, CA 90074-5437

Comedy Central                     Trade Debt           $1,166,542
P.O. Box 13683
Newark, NJ 07188

Turner Digital                     Trade Debt           $1,150,001
P.O. Box 533139
Charlotte, NC 28290

Macdonald Media                    Trade Debt           $1,007,153
185 Madison Avenue, 4th Floor
New York, NY 10016

Lifetime TV Women                  Trade Debt             $977,439
111 8th Avenue, 11th Floor
New York, NY 10011

Invention Channel                  Trade Debt             $887,340
  dba Telbrands
79 Two Bridges Road
Fairfield, NJ 07004

NBC Sports Network                 Trade Debt             $820,017
File 749052
Los Angeles, CA 90074-9052

Golf Channel                       Trade Debt             $773,871
P.O. Box 281401
Atlanta, GA 30384-1401

WM Barr                            Trade Debt             $700,141
8000 Centerview Parkway, Suite 400
Cordova, TN 38018

USA Network                        Trade Debt             $677,793
P.O. Box 402971
Atlanta, GA 30384-2971

The Learning Channel               Trade Debt             $663,306
P.O. Box 79961
Baltimore, MD 21279

Home & Garden TV                   Trade Debt             $591,631
P.O. Box 602028
Charlotte, NC 28260-2028

E! Entertainment TV                Trade Debt             $569,512
P.O. Box 749009
Los Angeles, CA 90074-9009

Travel Channel                     Trade Debt             $565,250
P.O. Box 791027
Baltimore, MD 21279-1027

Animal Planet                      Trade Debt             $555,064
P.O. Box 79961
Baltimore, MD 21279

Food Network                       Trade Debt             $550,743
P.O. Box 602-018
Charlotte, NC 28260-2018


LANDAUER HEALTHCARE: Gets Final OK to Access Cash Collateral
------------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware on Sept. 12 gave final authority for Landauer
Healthcare Holdings, Inc., et al., to use the cash collateral
securing their prepetition indebtedness in order to operate their
business and effectuate a reorganization, including a sale of
substantially all of their assets.

The Debtors are severally liable to the lenders in respect of the
prepetition obligations under the financing documents for (i) the
aggregate amount of not less than $29,982,261; plus (ii) certain
unpaid fees, expenses, disbursements, indemnifications,
obligations and charges or claims of whatever nature, whether or
not contingent.

The Debtors' right to use the cash collateral will terminate
immediately upon the earlier of, among other things:

     (i) if the Court has not entered a sale order authorizing
         the sale of substantially all of the assets of the
         Debtors by no later than Sept. 27;

    (ii) a day following the closing of the sale of substantially
         all of the Debtors' assets, provided that the closing
         has occurred by Oct. 15; or

   (iii) the date of commencement of any action by the Debtors
         against the lenders with respect to the prepetition
         obligations or the prepetition liens.

As reported in the Troubled Company Reporter on Aug. 28, 2013,
subject only to a carve-out, the prepetition lenders are granted,
as adequate protection, first-priority postpetition security
interests in and liens on the Debtors' property; junior priority
security interests in and postpetition liens on the Collateral
subject to valid and perfected liens in existence immediately
prior to the Petition Date; and first-priority superpriority
administrative expense claims.

Carve-out means (i) the unpaid fees of the Clerk of the Bankruptcy
Court and the U.S. Trustee; (ii) the reasonable fees and expenses
up to $25,000 incurred by a trustee appointed in the Debtors'
cases under Section 726(b) of the Bankruptcy Code, (iii) accrued
but unpaid wages and benefits for employees in an amount not to
exceed $1.4 million; (iv) professional fees, costs, and expenses
incurred prior to the termination date; and (v) fees, costs and
expenses of professionals in an aggregate amount not to exceed
$150,000, which are incurred on and after the termination date.

               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.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the case.  The Committee has retained Landis Rath & Cobb LLP as
counsel.


LANDAUER HEALTHCARE: Has Go-Signal to Auction Off Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
bidding procedures to govern the sale of Landauer Healthcare
Holdings, Inc., et al.'s assets.  Landauer is authorized to hold
an auction wherein Quadrant Management, Inc., or its designee,
will serve as stalking horse bidder.

The auction is scheduled for Sept. 24, 2013, at 10 a.m. at the
offices of young Conaway Stargatt & Taylor, LLP, Rodney square,
1000 North King street, Wilmington, Delaware.  A sale hearing is
set for Sept. 26, at 1 p.m.

The objection filed by the Official Committee of Unsecured
Creditors to the sale motion has been resolved pursuant to the
settlement term sheet.

               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.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee has retained Landis Rath &
Cobb LLP as counsel.


LEHMAN BROTHERS: Land Developer Struggles After Bankruptcy Filing
-----------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that when Lehman Brothers filed for bankruptcy in the early
morning of Sept. 15, 2008, the impact on one of the nation's
largest land developers, SunCal Cos., registered barely a footnote
in the countless articles chronicling the collapse of the nation's
fourth-largest investment bank. But in California communities from
San Clemente to Oakland, work on more than a dozen multimillion-
dollar real-estate developments ground to a halt.

"It was chaos," said SunCal President Stephan Elieff, according to
the WSJ report.  The investment bank had been SunCal's main lender
during California's real-estate bubble.

In the aftermath of Lehman's collapse, it wasn't clear who
actually owned the SunCal properties, the report said.  Lehman
wasn't even sure if the properties had been part of the billions
of dollars in extra collateral that clearing bank J.P. Morgan
Chase & Co. had demanded in the weeks before the bankruptcy.

In addition, the developments were facing significant health and
safety issues after their funding source was cut off, the report
related.  On one SunCal property in Oakland, homeless began moving
into an 11-story vacant naval hospital slated for destruction,
starting fires to keep warm.

By November, SunCal was forced to put 21 of its Lehman-backed
projects into bankruptcy, the report further related.

                      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.

                     About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C. D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


LEHMAN BROTHERS: In Australia, Creditors Await Payouts
------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
some hedge funds that kept money with Lehman Brothers Holdings
Inc. will recoup 100% of their investments. Other groups, such as
towns and religious organizations that invested with Lehman's
Australia unit, will be less fortunate.

According to the report, roughly 300 Australian townships,
churches and community centers sunk money into investments that
the local unit of Lehman described more than five years ago as
floating-rate notes, the groups say. Instead, they say, the
investments were collateralized debt obligations, or CDOs, a type
of security backed by a mix of bonds, loans and other assets that
later imploded.

MontroseAccess is owed more than $2.75 million?an amount still
being litigated?after investing money with a unit of Lehman
Brothers Australia Ltd. in 2005, according to Darrel Bourke, chief
executive of the Queensland, Australia-based nonprofit providing
physical-disability care, the report related.  The nonprofit works
with people battling conditions ranging from neuromuscular
disorders to acquired brain injuries.

The money invested with Lehman Australia had been accumulated over
12 to 15 years, Mr. Bourke said, the report said.  "It was there
for future projects and really ongoing activity of the
organization," he said. A Lehman spokeswoman declined to comment
on the litigation.

Lehman collapsed in September 2008, the biggest casualty of one of
the worst financial crises in history, the report recalled. Its
U.S. brokerage business was quickly sold to Barclays PLC, but the
remnants of Lehman still exist in billions of dollars of assets
being divided up among creditors.

                      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.


LIFE CARE: Court Amends Order on Hamlyn Application
---------------------------------------------------
The Bankruptcy Court entered a revised order authorizing Life Care
St. Johns, Inc., to employ Hamlyn Senior Marketing, LLC, as its
marketing consultant to correct a scrivener's error.  The
amendment provides that the Debtor is authorized to pay Hamlyn
$15,000 per month for the initial three months and $10,000 per
month for the subsequent three months.

The original order dated Aug. 23, 2013, erroneously stated that
the Debtor is authorized to pay Hamlyn $15,000 per month for the
initial two months.

                     About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LONGVIEW POWER: No Unsecured Creditors Committee Appointed
----------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the bankruptcy case of Longview Power
LLC due to insufficient response to the U.S. Trustee's
communication/contact for service on the committee.

The Debtors' counsel may be reached at:

   Daniel J. DeFranceschi, Esq.
   Richards, Layton & Finger, P.A.
   Phone: 302-651-7700
   Fax: 302-651-7701

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


LONGVIEW POWER: Taps Ernst & Young as Tax Advisor
-------------------------------------------------
Longview Power, LLC and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Ernst & Young LLP as their tax advisor, nunc pro tunc to the
Petition Date.

Jeffery L. Keffer, the Company's president and chief executive
officer, informs the Court that Ernst & Young has provided
services to the Debtors over a number of years and has familiarity
with the Debtors' business, and can deliver the proposed tax
advisory services in a cost-efficient manner.

As tax advisor, Ernst & Young will, among other things:

* work with the Debtors and their counsel in developing an
  understanding of the U.S. federal and state and local income
  and indirect tax issues and alternatives associated with the
  restructuring; and

* work with Debtor personnel and/or outside legal counsel in
  Developing an understanding of the Debtors' business objectives
  and strategies, including understanding the tax implications of
  any reorganization and/or restructuring alternatives being
  evaluated that may result in a change in the equity,
  capitalization, and/or ownership of the shares/partnership

  interests of the Debtors or their assets, including assistance
  with modeling the foregoing.

Ernst & Young will be paid based on these hourly rates, depending
on the classification of the professional providing the services:

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

The firm will also be reimbursed for any direct expenses incurred
in connection with its retention in the Chapter 11 cases.

James Steen, a partner at Ernst & Young, assures the Court that
his firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as required by Section 327(a), and
does not hold or represent an interest adverse to the Debtors or
the Chapter 11 estates.

The Court will convene a hearing on the request on Sept. 25, 2013,
at 11:00 a.m. (ET). Parties have until Sept. 18, 2013, at 4:00
p.m. (ET), to file objections.

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


LONGVIEW POWER: Hires Lazard Freres as Investment Banker
--------------------------------------------------------
Longview Intermediate Holdings C, LLC, and each of its
subsidiaries seek authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Lazard Freres & Co. LLC as their
investment banker, nunc pro tunc to the Petition Date.

Lazard will advise and assist the Debtors in, among other things:

* reviewing and analyzing the Debtors' business, operations, and
  Financial projections;

* evaluating the Debtors' potential debt capacity in light of
  their projected cash flows;

* assisting in the determination of a capital structure for the
  Debtors;

* assisting in the determination of a range of values for the
  Debtors on a going concern basis, including in connection with
  the preparation and filing of any disclosure statement for a
  Chapter 11 plan of reorganization; and

* advising the Debtors on tactics and strategies for negotiating
  with their Stakeholders.

The Debtors will pay Lazard a monthly fee of $175,000 on the first
day of each month (commencing September 1, 2013) until the earlier
of the completion of the Restructuring or the termination of the
Engagement Letter.  $75,000 of each Monthly Fee paid will be
credited (without duplication) against any Restructuring Fee
subsequently payable, provided that such credit will only apply to
the extent that such fees are approved in their entirety by the
Court, if applicable.

The Debtors will also pay Lazard a fee equal to $5 million upon
the consummation of a Restructuring.

The Debtors will be reimburse Lazard for all reasonable expenses
incurred.

Timothy R. Pohl, a managing director at Lazard, attests that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as required by Section 327(a), and
does not hold or represent an interest materially adverse to the
Debtors or the Chapter 11 estates.

The Court will convene a hearing on the request on Sept. 25, 2013,
at 11:00 a.m. (ET). Parties have until Sept. 18, 2013, at 4:00
p.m. (ET), to file objections.

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


MADISON HOTEL: Lender Finds Scrivener's Error in Plan Order
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Sept. 23, 2013, at 2 p.m., to consider a
motion filed by 62 Madison Lender, LLC to modify the order
confirming the Second Modified Third Amended Plan of
Reorganization for Madison Hotel, LLC, or, alternatively, to
extend the deadline for submitting documentation in support of
post-confirmation fees, expenses and interest.  Objections, if
any, were due Sept. 16, at 5 p.m.

62 Madison Lender, by and through its counsel Jeffrey D. Ganz,
Esq., asked the Court to modify the confirmation order, and by
extension the Plan, to correct a scrivener's error in the
confirmation order concerning the deadline for the Plan Proponent
to serve the required parties with documentation in support of the
legal fees, expenses, and interest that have accrued under its
claim during the "supplemental period."

Alternatively, if the Court concludes that the confirmation order
could not be modified to correct the mistake, the Plan Proponent
requested that the deadline for it to submit documentation in
support of the accrued and accruing legal fees and interest to
Sept. 27, 2013 and, thereafter, to serve a final supplemental
request for legal fees, expenses and accrued interest as of the
date of the hotel property sale closing within thirty days after
that closing.

62 Madison Lender said that, although the Plan's Effective Date
has occurred and several significant implementing steps have been
taken, the Plan will not be substantially consummated until the
closing of the hotel property sale and distribution of net sale
proceeds to creditors in satisfaction of their claims per the
Plan, and those events have not yet occurred.

As reported in the Troubled Company Reporter on Aug. 28, 2013,
the Bankruptcy Court authorized the Grant Lyon, as the Liquidating
Trustee of Madison Hotel, LLC, to enter into the Purchase and Sale
Agreement, dated as of July 1, 2013, by and between the
Liquidating Trustee and buyer Assa Properties Inc. for the sale of
substantially all of the Debtor's assets pursuant to the Order of
the Court confirming the Second Modified Third Amended Plan of
Reorganization for the Debtor submitted by Lender 62 Madison
Lender.

A copy of the Order approving the sale of substantially all of the
Debtor's assets to the Buyer is available at:

          http://bankrupt.com/misc/madisonhotel.doc246.pdf

As reported in the TCR on Aug. 14, 2013, Grant Lyon of Odyssey
Capital Group LLC, the Liquidating Trustee of Madison Hotel, LLC,
asked Bankruptcy Court to approve the sale of substantially all of
the Debtor's assets to Assa Properties Inc.

According to papers filed with the Court on July 26, Assa
Properties submitted the winning bid of $28,800,000 for the Hotel
Property at the auction that was held June 21.

Pursuant to the Purchase Agreement, the Buyer will have 60 days
following Bankruptcy Court approval to close the sale.

                  Plan Declared Effective May 23

The Bankruptcy Court confirmed on May 8, 2013, the Second Modified
Third Amended Plan of Reorganization for Madison Hotel, LLC, dated
Nov. 9, 2012, submitted by lender 62 Madison Lender, LLC.  The
Effective Date of the Plan occurred on May 23, 2013.

A copy of the Confirmation Order is available at:

         http://bankrupt.com/misc/madisonhotel.doc218.pdf

The Plan contemplates the sale of the Debtor's Hotel Property with
the net proceeds realized upon the consummation of any such sale
being distributed in accordance with the terms of the Plan.

A copy of 62 Madison Lenders' Second Modified Third Amended
Disclosure Statement is available at:

         http://bankrupt.com/misc/madisonhotel.doc141.pdf

                       About Madison Hotel

Madison Hotel LLC is the owner and operator of "The MAve Hotel", a
boutique hotel located at 62 Madison Avenue, New York. The hotel
is 12 floors and has 72 rooms. Madison Hotel Owners, LLC, owns
100% of the membership interests of Madison Hotel, LLC.  They
estimate the value of the hotel property at $32 million.

Prepetition, after a building loan with Textron Financial
Corporation went into arrears, a foreclosure action was commenced,
and a receiver appointed.   The receiver continued to operate the
hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.

Madison Hotel Owners LLC filed its own chapter 11 petition,
separate from Madison Hotel LLC's case, on May 16, 2011.

To date, an unsecured creditors committee has not been appointed
in Madison Hotel LLC's case.


MARTINELL ENTERPRISES: Case Summary & Creditors List
----------------------------------------------------
Debtor: Martinell Enterprises, Inc.
          aka Martinell Enterprises Inc.
        145 Camelback Road
        Tannersville, PA 18372

Bankruptcy Case No.: 13-04653

Chapter 11 Petition Date: September 10, 2013

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel, II

Debtor's Counsel: Philip W. Stock, Esq.
                  LAW OFFICE OF PHILIP W. STOCK
                  706 Monroe Street
                  Stroudsburg, PA 18360
                  Tel: (570) 420-0500
                  Fax: (570) 338-0920
                  E-mail: pwstock@ptd.net

Scheduled Assets: $1,000,050

Scheduled Liabilities: $724,941

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/pamb13-04653.pdf

The petition was signed by Daniel A. Martinell, president.


MGIC INVESTMENT: S&P Affirms 'B-' Rating & Revises Outlook to Pos.
------------------------------------------------------------------
Standard & Poor's Rating Services said that it has affirmed its
'B-' rating on MGIC Investment Corp. (MTG) and its 'B' rating on
operating subsidiaries Mortgage Guaranty Insurance Corp. and MGIC
Indemnity Co. (collectively, MGIC).  At the same time, S&P revised
the outlook on MGIC to positive from stable (the outlook on MTG
remains stable).

In March 2013, MTG raised $1.15 billion in capital, then
contributed $800 million of those funds to stabilize MGIC's
capital base, reducing the chances of a regulatory takeover.
"While we expect MTG may report operating losses of $300 million-
$400 million over the next two years," said Standard & Poor's
credit analyst Ron Joas, "these will remain manageable due to
MGIC's replenished capital base."

Nonetheless, there is still a risk that MGIC may experience higher
operating losses than S&P expects.  MTG reported a net loss for
the first half of 2013 of $60.6 million (including a nominal
profit of $12 million in the second quarter) versus a net loss of
$293.4 million for the same period in 2012.  MGIC's legacy book of
business continues to hamper its performance, which led to losses
(before taxes and joint ventures) of $929 million, $484 million,
$359 million, $1.8 billion, and $948 million in years ended 2012,
2011, 2010, 2009, and 2008, respectively.  Losses in 2012 stemmed
partly from adverse development related to higher claims incidence
assumptions (most notably as cure rates for late-stage
delinquencies declined in the first half of 2012).  MGIC also
entered into settlement agreements with Freddie Mac, Countrywide
Home Loans, and another lender regarding rescissions and other
disputes that resulted in one-time charges totaling more than
$367 million in fourth-quarter 2012.

The outlook on MGIC is positive.  If MGIC's operating losses
continue to trend downward-- in line or better than S&P's
expectations of $200 million-$300 million in operating loss in
2013 and $50 million-$100 million loss in 2014-- S&P may raise its
ratings on MGIC.  If significant reserve charges occur, changing
S&P's view of this trend or economic setbacks result in increases
in new notices of determination (NODs), S&P may affirm or lower
the ratings depending on the extent of the setback.

The outlook on MTG is stable.  "We may raise our ratings on MTG if
the NODs and related operating losses at MGIC show what we believe
to be a sustainable pattern of better-than-expected improvement,"
Mr. Joas continued, "thereby lowering any potential stress on its
holding company liquidity.  On the other hand, although S&P
believes MTG has the ability to meet its obligations over the next
two years, adverse macroeconomic developments could cause NODs and
operating losses to rise once again, putting strain on MGIC,
necessitating further downstreaming of capital that would drain
resources at the holding company.


MI PUEBLO: Littler Mendelson Approved as Special Counsel
--------------------------------------------------------
Mi Pueblo San Jose, Inc. obtained bankruptcy court approval to
employ Littler Mendelson, P.C. as special counsel.

As reported in the Troubled Company Reporter on August 27, 2013,
the firm will, among other things, provide these services:

   a. review and negotiate and prepare various labor, union and
      employee agreements;

   b. provide advice and representation in the defense of
      various labor, union, employee litigation, and employment
      law matters; and

   c. provide advice, and representation regarding any other
      labor and employment law matters.

The firm's rates are:

                                        Attorney Hourly Rate
     Attorney Name                 (Uninsured Rate/Insured Rate)
     -------------                 -----------------------------
     Brian T. McMillan                    $400/$340-375
     Richard Leasia                       $504
     Alan B. Carlson                      $540/$340-375
     Michelle B. Heverly                  $496/$340-375
     Todd Boyer                           $384/$340-375
     Karin Cogbill                        $344/$250-285
     Jose Macias, Jr.                     $248/$250-285

                  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., 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: Perkins Coie Approved as Special Counsel
---------------------------------------------------
Mi Pueblo San Jose, Inc. obtained bankruptcy court approval to
employ Perkins Coie, LLP as special counsel.

As reported in the Troubled Company Reporter on Aug 27, 2013,
the firm will, among other things, provide these services:

   a. provide advice and representation in various intellectual
      property and intellectual property litigation matters,
      including but not limited to THF Equities, LP and Bay
      Valley Foods, LLC v. Mi Pueblo San Jose, Inc., United
      States Patent and Trademark Office, Trademark Trial and
      Appeal Board Proceeding Nos. 91202185, 91202569, and
      92054486; Mi Pueblo San Jose, Inc. v. THF Equities, LP and
      Bay Valley Foods, LLC, United States Patent and Trademark
      Office, Trademark Trial and Appeal Board Proceeding Nos.
      92052561 and 92055015; and

   b. provide legal services, advice, representation and
      related services in connection with such other matters as
      the Debtor may from time to time request.

Perkins Coie will be employed on these terms:

   a. Approval of attorneys' fees and costs to be paid to Special
      Counsel by Mi Pueblo will be subject to one or more duly
      noticed fee applications to be approved by the Court.

   b. It is anticipated that these attorneys and paralegals
      will be primarily utilized by Special Counsel in rendering
      services to Mi Pueblo at the following hourly rates:

      Attorney Name         Attorney Hourly Rate
      -------------         --------------------
      Christopher Kao               $710.00
      Jeffrey A. Nelson             $455.00

                  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., 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: Can Hire Avant Advisory as Financial Advisors
--------------------------------------------------------
Mi Pueblo San Jose, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of California to
employ Avant Advisory Partners, LLC as its financial advisors.

The firm will be paid based on its hourly billing rates:

   Managing Directors/Directors       $395 to $495
   Principal Consultants              $295 to $395
   Consultants                        $225 to $325
   Para Professionals/Analysts        $175 to $250
   Administrative Staff               $75 to $100

The rates for Avant's most senior level professionals range up
to $495 per hour.  George P. Blanco, the firm's managing director
and partner, will be paid at a rate not to exceed $395 per hour.
Messrs. Michael Ozawa and James Davidson would be paid up to $495
per hour for their specialized and technical support services.

Avant will also be reimbursed for out-of-pocket costs.

Additionally, a 3% administrative fee will be paid to cover
engagement related costs that include, but are not limited
to, photocopies, faxes, telephone charges, computer support,
printing costs, miscellaneous charges, etc.

Avant has requested a $75,000 post-petition retainer which it
believes is reasonable considering the tasks, the size of the
company and immediate time and expense to be incurred by the firm
in undertaking the representation.  However, Mi Pueblo has since
been in communication with counsel for the Committee of Unsecured
Creditors and has proposed the filing of a Motion for Order
Establishing Procedures for Interim Payment of Fees and
Reimbursement of Expenses which puts forth a procedure for
monthly payment (with a holdback) to any and all estate
professionals who wish to participate and fee applications
approximately every four months.  Mi Pueblo has obtained the
approval of Avant to temporarily forego its request for a post-
petition retainer until the Fees Motion has been heard by the
Court.  Should the Fees Motion be denied, Avant will then seek a
post-petition retainer. Should the Fees Motion be approved, Avant
will seek payment according to the Fees Motion.

Mr. Blanco assures the Court that Avant is disinterested and does
not hold or represent an interest adverse to Mi Pueblo or to the
Estate as to the matters upon which it is to be employed.

The firm may be reached at:

          George P. Blanco, MBA, CIRA
          Managing Director
          Avant Advisory Group
          601 S Figueroa St Ste 4050
          Los Angeles, CA 90017-5879 USA
          Tel: (213) 479-7900
          E-mail: gblanco@avantadvisory.com

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

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


MI PUEBLO: Panel Can Hire Protiviti Inc. as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mi Pueblo San
Jose, Inc., sought and obtained permission from the U.S.
Bankruptcy Court to employ Protiviti Inc. as financial advisor.

Michael Atkinson attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm will, among other things, provide these services:

   (a) review and analysis of the Debtor's weekly financial and
       cash flow performance as compared to its budget;

   (b) review and analysis of Debtor's business segment and
       location-by location analyses of profitability to determine
       profitable and unprofitable locations or business segments;
       and

   (c) review of the Debtor's historical operating results, recent
       performance, business plan and associated restructuring
       initiatives and advise the Committee regarding the Debtor's
       business plans, cash flow forecasts, financial projections,
       cash flow reporting, claims, and plan alternatives.

The firm's rates are:

    Professional Level                Standard Billing Rates
    ------------------                ----------------------
    Managing Directors                       $620 - $650
    Directors and Associate Directors        $410 - $460
    Senior Managers and Managers             $290 - $400
    Senior Consultants and Consultants       $170 - $260
    Administrative                           $110 - $180

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

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


MI PUEBLO: Panel Can Hire Stutman as Reorganization Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Mi Pueblo San
Jose, Inc., sought and obtained approval from the U.S. Bankruptcy
Court to employ Stutman, Treister & Glatt P.C. as reorganization
counsel.

Proposed Counsel for the Official Committee of Unsecured Creditors
can be reached at:

         Eric D. Goldberg, Esq.
         Gabriel I. Glazer, Esq.
         Danielle A. Pham, Esq.
         STUTMAN, TREISTER & GLATT PC
         1901 Avenue of the Stars, 12th Floor
         Los Angeles, CA 90067
         Tel: (310) 228-5600
         Fax: (310) 228-5788
         E-mail: egoldberg@stutman.com
                 gglazer@stutman.com
                 dpham@stutman.com

Eric D. Goldberg, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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

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


MLK CORPORATION: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MLK Corporation
          dba Folks Auto Body
        6705 Reseda Boulevard
        Reseda, CA 91335

Bankruptcy Case No.: 13-15937

Chapter 11 Petition Date: September 11, 2013

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

Judge: Alan M. Ahart

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

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

Estimated Debts: $500,001 to $1,000,000

A list of the Company?s seven largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-15937.pdf

The petition was signed by Kapris Kampuryan, vice president.


MONTREAL MAINE: Trustee Seeks $5MM Carve-Out From Sale Proceeds
---------------------------------------------------------------
J. Craig Anderson, writing for Press Herald, reports that the
trustee for Montreal, Maine & Atlantic Railway Ltd. filed papers
in U.S. Bankruptcy Court on Monday seeking to carve out $5 million
of the anticipated proceeds from selling the railroad's assets and
subtract it from the amount owed to the Federal Railroad
Administration.  With the court's approval, that $5 million would
be used to pay for the Maine-based railroad's Chapter 11
bankruptcy case.

According to the motion, the U.S. government already has agreed to
the deal.  Without it, there would not be enough money to resolve
the bankruptcy case, it says.

The report says, with the request, the case trustee wants U.S.
taxpayers to pay the bankrupt railroad's legal fees.

The Federal Railroad Administration is the case's largest secured
creditor and is entitled to $28 million worth of the railroad's
assets, including real estate and all shares of its Canadian
sister company, Montreal, Maine & Atlantic Canada Co.

                        About Montreal Maine

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

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.

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

Justice Martin Castonguay oversees the case in Canada.


MOUNTAIN COUNTRY PARTNERS: Trustee Taps Elliot Davis as Accountant
------------------------------------------------------------------
Robert L. John, the trustee in the bankruptcy estate of Mountain
Country Partners, LLC, asks the U.S. Bankruptcy Court for
permission to employ Kay Biscopink of Elliot Davis, LLP as
accountant.

The case trustee attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm will be paid no more than $15,000 to prepare the 2012
federal and state tax returns.  The firm charged the Debtor
$12,000 to prepare the 2011 tax returns and believes additional
work by them is needed to prepare the 2012 returns.

                  About Mountain Country Partners

Seven individual investors filed an involuntary Chapter 11
bankruptcy petition against Jacksonville, Florida-based Mountain
Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on
Feb. 17, 2012.  Judge Ronald G. Pearson presides over the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the
petitioners.

An Order for Relief was entered by the Court on June 25, 2012.
Robert L. Johns was appointed Chapter 11 Trustee on July 6, 2012.

James W. Lane, Jr., at the Law Offices of Jim Lane, Jr.,
represents the Debtor as counsel.  The law firm of Turner & Johns,
PLLC, represents Chapter 11 Trustee Robert L. Johns, as counsel.


MSD PERFORMANCE: Has Authority to Use Cash Collateral Until Oct. 6
------------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware gave interim authority for MSD Performance, Inc., et
al., to use the cash collateral securing their prepetition
indebtedness until Oct. 6, 2013.

The Cash Collateral will be used solely to pay the ordinary and
reasonable expenses of operating the Debtors' business.

As adequate protection for the diminution in value of their
interests in the Collateral on account of the Debtors' use of that
Collateral, the prepetition First Lien Agent, on behalf of the
First Lien Lenders, is granted valid, binding, enforceable and
perfected replacement liens on and security interests in (1) all
of the Collateral and its proceeds; (2) all real and personal
property and interests in real or personal property owned by any
of the Debtors as of the Petition Date in which the First Lien
Agent and the First Lien Lenders do not hold a valid, enforceable,
perfected and unavoidable lien or security interest and their
proceeds; and (3) all property which becomes part of the Debtors'
estates on or after the Petition Date and their proceeds,
excluding proceeds from avoidance actions.

To the extent that the Senior Replacement Liens are insufficient
protection against the diminution in value of their interests in
the Collateral on account of the Debtors' use of that Collateral,
the First Lien Agent, for the benefit of the First Lien Lenders,
is granted an allowed superpriority administrative expense claim.

The replacement lien and administrative claim are subject to a
carve-out, which means statutory fees payable to the U.S. Trustee
and the Clerk of Court, the unpaid and outstanding fees and
expenses incurred on or after the Petition Date and prior to the
Trigger Date, by bankruptcy professionals, and the unpaid and
outstanding fees and expenses incurred after the Trigger Date by
bankruptcy professionals in an aggregate amount to to exceed
$225,000.

A final hearing on the Debtors' request to use Cash Collateral is
scheduled for Oct. 1, 2013, at 9:30 a.m. (prevailing Eastern
time).  Objections are due Sept. 24.

The Debtors are represented by Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, in Wilmington, Delaware; and Thomas A.
Howley, Esq., at Jones Day, in Houston, Texas.

The First Lien Agent is represented by Francis A. Monaco, Jr.,
Esq. -- fmonaco@wcsr.com -- at Womble Carlyle Sandridge & Rice,
PLLC, in Wilmington, Delaware; and Douglas Bacon, Esq. --
douglas.bacon@lw.com -- and Alicia C. Davis, Esq. --
alicia.davis@lw.com -- at Latham & Watkins LLP, in Chicago,
Illinois.

Certain First Lien Lenders are represented by Randall Klein, Esq.
-- randall.klein@goldbergkohn.com -- at Goldberg Kohn, in Chicago,
Illinois.

                       About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case NO. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.


MSD PERFORMANCE: Proposes to Sell Assets Through Bidding & Auction
------------------------------------------------------------------
MSD Performance, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially all of their assets and approve procedures governing
the sale of the assets.

The Debtors have no standing offer for their assets but they
believe that an auction process will provide an opportunity for
interested bidders to formally bid for the assets or to offer to
fund a Chapter 11 plan that would pay the Prepetition Lenders in
full.  Indeed, absent a competitive auction process that generates
a significant purchase price for the assets, there is a strong
possibility that a sale may be followed by a conversion of the
Debtors' Chapter 11 cases to Chapter 7, Zachary I. Shapiro, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware.
Nonetheless, the Debtors have determined that pursuing a sale
transaction will provide all interested parties with sufficient
opportunity to participate in a sale process and is the best means
to maximize the value of the Debtors' estates, Mr. Shapiro adds.

Any Potential Bidder that wishes to participate in the bidding
process for the Assets must submit their bid to the Debtors no
later than Nov. 18, 2013.  If the Debtors receive two or more
Qualified Bids, the Debtors propose to hold an auction on Nov. 21,
at 10:00 a.m., (Eastern Daylight Time) at the offices of Richards,
Layton & Finger.

Daniel J. DeFranceschi, Esq., and Paul N. Heath, Esq., at
RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware; Amy Edgy
Ferber, Esq., at JONES DAY, in Atlanta, Georgia; and Thomas A.
Howley, Esq., at JONES DAY, in Houston, Texas.

A hearing on the motion is scheduled for Oct. 1, 2013, at 9:30
a.m.  Objections are due Sept. 24.

                       About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case NO. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.


MSD PERFORMANCE: Seeks to Employ Jones Day as Lead Ch. 11 Counsel
-----------------------------------------------------------------
MSD Performance, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Jones Day
as lead bankruptcy counsel.

The following professionals will take a primary role in
representing the Debtors and will be paid their customary hourly
rates:

   Aldo LaFiandra, Esq.    alafiandra@jonesday.com      $800
   Thomas Howley, Esq.     tahowley@jonesday.com        $725
   Amy Edgy Ferber, Esq.   aeferber@jonesday.com        $650
   David Phillips, Esq.    dphillips@jonesday.com       $625
   Paul Green              pmgreen@jonesday.com         $500
   Christa Smith, Paralegal                             $225

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

Amy Edgy Ferber, Esq., a partner at Jones Day, in New York,
assures the Court that her firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Ms. Ferber discloses that to retain the services of Jones Day, the
Debtors have agreed to pay the firm a $600,000 retainer, and to
provide additional advance payment retainers in amounts as agreed
by the Debtors and the firm.

Ms. Ferber further discloses that Jones Day currently represents
Madison Capital Funding LLC and various of its affiliates in
banking and finance related matters.  Madison Capital became a
client of Jones Day in late July 2013.  She says Madison Capital
did not represent any of Jones Day's billings for the twelve-month
period ended December 31, 2012.  Furthermore, all the
representations are currently in matters unrelated to the Debtors
and to these chapter 11 cases, Ms. Ferber assures the Court.

Madison Capital currently owns approximately 21.9% of the 6,500
shares of Series A Convertible Preferred Stock issued by MSD
Performance, Inc.  In addition, Madison Capital owns approximately
$20.142 million of the Debtors' outstanding secured indebtedness
under the Third Amended and Restated Credit Agreement, dated as of
Aug. 26, 2009.

The hearing on the employment application is set for Oct. 1, 2013,
at 9:30 a.m. (EDT).  Objections are due Sept. 24.

                       About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case NO. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.


NEIMAN MARCUS: Fitch Says CDS Gap Out on Ares $6BB Acquisition
--------------------------------------------------------------
Credit default swaps (CDS) on The Neiman Marcus Group, Inc.
widened out 80% over the past month, massively underperforming the
Fitch North America Retail CDS Index, which moved just 1% wider
over the same time period, according to Fitch Solutions. While
credit protection on The Neiman Marcus Group, Inc.'s debt had been
pricing at 'BB' levels for much of the past year given its strong
operating performance, CDS spreads for the luxury retailer have
now climbed to 'B' levels with the announcement that The Neiman
Marcus Group, Inc. will be acquired by new sponsors.

Fitch Ratings placed Neiman Marcus, Inc.'s and The Neiman Marcus
Group, Inc.'s (together, Neiman) 'B' issuer default ratings on
Rating Watch Negative on Sept. 11.

The rating action reflects Fitch's expectation for higher leverage
following the announcement of a definitive agreement by Ares
Management LLC and Canada Pension Plan Investment Board (new
sponsors) to acquire Neiman for a purchase price of $6.0 billion.
The transaction value equates to 9.5x Neiman's latest 12 months
(LTM) EBITDA of $630 million as of April 27, 2013. The current
sponsors, Texas Pacific Group and Warburg Pincus, purchased Neiman
in October 2005 for $5.1 billion (or 9.7x fiscal 2005 EBITDA of
$528 million).

The transaction is expected to close in the fourth quarter of
2013, subject to regulatory approvals and other customary closing
conditions. A portion of the purchase price will be used at the
closing to repay all amounts outstanding under Neiman's existing
credit facilities ($2.6 billion other than its $125 million of
7.125% senior debentures, which do not have change of control
provision).

No detail has been provided on the financing of the transaction.
Assuming 20%-30% of equity contribution, the total transaction
value (including transaction fees) could be financed with $1.20
billion-$1.85 billion of new sponsors' equity and $4.30 billion-
$5.00 billion of debt. This compares to $2.70 billion of debt
outstanding currently. Therefore, pro forma adjusted debt/LTM
EBITDA is expected to be in the 7.0x-8.0x range, versus 4.8x
currently.


NORTHERN BEEF: Lincoln Int'l Okayed as Investment Banker
--------------------------------------------------------
The Associated Press reports Bankruptcy Judge Charles Nail gave
Northern Beef Packers authority to employ Lincoln International as
investment banker to pursue a sale of the Company's assets.
Lincoln International will seek a "stalking horse" bid in which
one potential buyer makes an initial offer to set the floor for an
auction.

AP notes Northern Beef Packers opened its $109 million state-of-
the-art facility on a limited basis in 2012 after years of delays.
But its owners filed for Chapter 11 bankruptcy protection less
than a year later, saying they didn't have enough money to buy
cattle for slaughter.

Judge Nail last week approved the company's request to borrow
$512,000 to pay bills.  Its request for $2.25 million in credit.
The Court scheduled Sept. 26, at 1:30 p.m., as the final hearing
to consider the Debtor's DIP financing motion and the related
stipulation.  Objections, if any, are due Sept. 23.

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

                    About Northern Beef Packers

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

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


PARK-OHIO: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Park-Ohio Industries Inc., a wholly owned subsidiary of
Park Ohio Holdings Corp. (not rated), to 'B+' from 'B'.  The
outlook is stable.

At the same time, S&P raised the issue-level rating on Park-Ohio's
senior unsecured notes to 'B-' from 'CCC+'.  The recovery rating
remains unchanged at '6'.

The upgrade reflects Park-Ohio's improved credit measures due to
better operating performance.  Although economic conditions are
still somewhat weak, S&P believes that stability in some end
markets will enable the company to maintain credit metrics
consistent with the 'B+' rating.  Over the last few quarters,
Park-Ohio's leverage, measured by total debt to EBITDA, improved
to below 4x, despite the company's partially debt-funded
acquisition of Fluid Routing Solutions Inc. (FRS) in 2012.  The
addition of FRS has contributed to better profitability. EBITDA
margin was 10% as of June 30, 2013, up from 8% in 2011.  S&P
expects the company to maintain profitability close to 10% going
forward.

The rating on Park-Ohio reflects the company's "aggressive"
financial risk profile and its "weak" business risk profile.
Park-Ohio is a diversified operator of logistics and manufacturing
businesses serving cyclical and competitive end markets.  Despite
continued softness in some end markets, notably defense and steel,
Park-Ohio is benefitting from stability in many of its other -
markets, such as rail, process improvement, and auto suppliers.
S&P expects these markets to modestly improve over the next 12
months.  S&P's base-case forecast assumes the following:

   -- U.S. GDP will increase by 1.7% in 2013 and 2.9% in 2014;

   -- U.S. equipment investment will increase by about 5% in 2013
      and roughly 10% in 2014;

   -- Park-Ohio maintains an EBITDA margin of about 10%--in line
      with its recent performance; and

   -- The company uses some if its free cash flow to reduce debt,
      maintaining leverage at less than 4x.

S&P expects Park-Ohio to continue to operate in three business
segments that serve a variety of end markets, including
transportation, semiconductors, industrial equipment, agricultural
equipment, construction equipment, and aerospace.  The supply
technologies segment, which generates about 40% of the company's
sales, supplies production components via supply-chain management
and wholesale distribution services.  The engineered products
segment, which generates about 27% of sales and is formerly known
as manufactured products, designs and produces a broad range of
highly engineered products, as well as forged and machined
products for specific customer applications.  The assembly
component segment, which generates about 33% of sales and is
formerly known as aluminum products, manufactures cast aluminum
components, automotive and industrial rubber and thermoplastic
products, fuel filler, and hydraulic assemblies, for original
equipment manufacturers.


PATRIOT COAL: Peabody Says It No Longer Owes Benefits to Retirees
-----------------------------------------------------------------
Nick Brown, writing for Reuters, reported that Peabody Energy
Corp, the company responsible for creating now-bankrupt Patriot
Coal through a 2007 spinoff, on Sept. 13 said it has no obligation
to fund health and pension benefits for Patriot retirees affected
by the company's insolvency.

According to the report, in court papers in U.S. Bankruptcy Court
in St. Louis, Peabody said new labor deals between Patriot and the
United Mine Workers of America effectively relieve Peabody of any
funding obligations.

In a lawsuit relating to Patriot's bankruptcy, Patriot and Peabody
are fighting over the responsibility to fund benefits for a group
of about 3,100 retirees that Peabody agreed to continue covering
after the October 2007 spinoff, the report related.

A judge in May declared that Peabody was relieved of that burden
when Patriot abrogated its labor obligations for all employees and
retirees earlier this year and negotiated new, cost-saving deals
as part of its restructuring in Chapter 11 bankruptcy, the report
said.

An appeals court last month reversed that ruling, saying the
abrogation of labor deals should have exempted the group in
question, and that the group's benefits remained the
responsibility of Peabody, the report further related.

                        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.

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.


PATRIOT COAL: Michigan Dep't of Treasury Opposes Plan Confirmation
------------------------------------------------------------------
The Michigan Department of Treasury, through its counsel Attorney
General Bill Schuette and Assistant Attorney General Nate Gambill,
objects to the confirmation of Patriot Coal Corporation's proposed
Chapter 11 Plan, citing:

1. To be confirmed, the Debtor's proposed plan must "provide
   adequate means for the plan's implementation, such as curing or
   waiving any default." 11 USC section 1123(a)(5)(G).

   Currently, however, the proposed plan does not appear to
   contain any default language.  If the Debtor elects to pay the
   Department's priority tax claim as required by 11 USC section
   1129(a)(9)(C) rather than paying it in full shortly after the
   Effective Date, and defaults on its section 1129(a)(9)(C)
   installment payments, then Article 14 of the proposed plan
   would likely require the Department to reopen the Debtor's case
   before this Court in order to collect the Department's priority
   tax claim.  But reopening a closed bankruptcy case is costly
   and time consuming.

2. To ensure that the proposed plan complies with that requirement
   in 11 U.S.C. Section 1123(a)(5)(G) to adequately address
   default, the Department recommends adding the following default
   language to the proposed Plan:

   a. If the Debtor fails to make an installment payment due to
      any Creditor as required under the confirmed Plan, and if
      the Debtor's failure to make such payment is not cured
      within 30 days of a notice of default, the Creditor may
      exercise all rights and remedies available under non-
      bankruptcy law to collect the full amount of its claims
      without further notice to or action by the Bankruptcy Court.

Section 2.2 of the proposed Plan states:

"Except to the extent that the applicable Creditor has been paid
by the Debtors before the Effective Date, or the applicable
Reorganized Debtor and such Creditor agree to less favorable
treatment, each holder of an Allowed Priority Tax Claim against
any of the Debtors shall receive, at the sole option of the
Reorganized Debtors, (a) payment in full in Cash made on or as
soon as reasonably practicable after the later of the Effective
Date and the first Distribution Date occurring at least
20 calendar days after the date such Claim is Allowed, (b) regular
installment payments in accordance with section 1129(a)(9)(C) of
the Bankruptcy Code or (c) such other amounts and in such other
manner as may be determined by the Bankruptcy Court to provide the
holder of such Allowed Priority Tax Claim deferred Cash payments
having a value, as of the Effective Date, equal to such Allowed
Priority Tax Claim.

The Reorganized Debtors shall have the right, in their sole
discretion, to pay any Allowed Priority Tax Claim or any remaining
balance of an Allowed Priority Tax Claim (together with
accrued but unpaid interest) in full at any time on or after the
Effective Date without premium or penalty."

As reported in the TCR on Sept. 9, 2013, Patriot Coal Corporation
filed with the U.S. Bankruptcy Court for the Eastern District of
Missouri a joint Chapter 11 Plan of Reorganization that would
involve a significant investment into the Debtors' estates through
a rights offering backstopped by entities managed by Knighthead
Capital Management, LLC, and Aurelius Capital Management, LP.

A copy of the Joint Chapter 11 Plan is available at:

         http://bankrupt.com/misc/patriotcfoal.doc4606.pdf

                        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.


PATRIOT COAL: Peabody Energy Sues to Avoid Paying Health Benefits
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Peabody Energy Corp. started a lawsuit asking the
bankruptcy judge to declare that it will have no responsibility as
of Jan. 1 to provide health-care benefits for some workers who
retired from bankrupt former subsidiary Patriot Coal Corp.

According to the report, when coal producer Patriot was spun off
in October 2007, Peabody agreed to provide retirement health
benefits for some workers at the level Patriot would pay to other
workers under contracts with the mine workers' union.  When it was
in the process of using the bankruptcy court to trim wages and
retirement benefits, Patriot started a lawsuit in March, asking
the bankruptcy judge in St. Louis to rule that court-authorized
modification of benefits wouldn't diminish Peabody's
responsibility.

The report notes that although Patriot lost in bankruptcy court,
the Bankruptcy Appellate Panel reversed in August, ruling that
Peabody was obligated to continue paying health benefits for the
time being.  The appellate ruling affected 3,100 retirees who were
employed by Patriot before it was spun off from Peabody.  The
Appellate Panel explicitly said it gave no ruling on the
consequences of a new union contract cutting health-care benefits.

The report relates that under threat of court-imposed contract
concessions, Patriot and the union agreed on a new labor accord,
including an arrangement where the company's responsibility for
retirement health benefits will be transferred to a trust funded
partly by Patriot.  The trust is to pay a lower level of health
benefits for retirees.  The new contract in place, Peabody filed
papers Sept. 13 in the pre-existing lawsuit in bankruptcy court,
asking the judge again to declare that its liability for
retirement benefits is cut off now that there is a consensual
agreement with the union.

According to the report, Peabody said it "has made several offers
to contribute substantial funding" to the trust.  The union,
according to Peabody's statement, "has continued to grandstand and
will have to explain to its members why it chooses to posture
while denying them significantly greater retiree health-care
benefits."

The report notes that Patriot filed a bare-bones reorganization
plan this month and said it will provide details in disclosure
materials to be supplied by Oct. 2.  Creditors will be paid with
new stock and debt, according to the plan.

The report discloses that Patriot previously said it was talking
with Knighthead Capital Management LLC and Aurelius Capital
Management LP about a rights offering to supply some of the
financing to emerge from bankruptcy.

The lawsuit is Patriot Coal Corp. v. Peabody Holding Co. LLC (In
re Patriot Coal Corp.), 13-04067, U.S. Bankruptcy Court, Eastern
District of Missouri (St. Louis).

                        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.

Patriot filed a bare-bones reorganization plan this month and said
it will provide details in disclosure materials to be supplied by
Oct. 2.  Creditors will be paid with new stock and debt, according
to the plan.


PENTON BUSINESS: Refinancing Triggers Moody's Upgrade Watch
-----------------------------------------------------------
Moody's Investors Service placed the Caa1 corporate family rating
and Caa1-PD probability of default rating of Penton Business Media
Holdings, Inc. on review for upgrade following the proposed debt
refinancing. Upon closing of the transaction and review of final
documentation, Moody's expects to raise the CFR to B3 from Caa1
and change the outlook to stable.

The proposed $520 million 1st lien term loan and $50 million
revolver were assigned B2 ratings and the $150 million 2nd lien
term loan was assigned a Caa2 rating, based on an expected B3 CFR
after the closing of the refinancing. The Caa1 ratings on the
existing revolver and term loan were unchanged. Moody's expects to
withdraw the existing instrument ratings upon completion of the
transaction. If the proposed transaction is unsuccessful, the CFR
would likely be confirmed at the Caa1 level.

The debt will be jointly borrowed by two subsidiaries of the
company, Penton Media, Inc. and Penton Business Media, Inc.
Moody's will withdraw all existing ratings at Penton Business
Media Holdings, Inc. and move the corporate family rating and the
probability of default rating to the new Guarantor, Penton
Operating Holdings, Inc. at the close of the proposed transaction

Moody's has taken the following rating actions:

Issuer Penton Business Media Holdings, Inc.

Corporate Family Rating, Caa1 on review for upgrade

Probability of Default Rating, Caa1-PD on review for upgrade

Outlook, on review for possible upgrade changed from positive
outlook

Issuer Penton Business Media, Inc.

New $50 million revolver maturing 2018 assigned a B2 (LGD3-37%)

New $520 million 1st lien term loan maturing 2019 assigned a B2
(LGD3-37%)

New $150 million 2nd lien term loan maturing in 2020 assigned a
Caa2 (LGD5-87%)

Existing senior secured bank facility

$40 million revolver maturing August 2014, unchanged at Caa1
(LGD3-48%)

$625 million first lien term loan maturing August 2014, unchanged
at Caa1 (LGD3-48%)

Outlook stable changed from positive

Ratings Rationale:

The potential upgrade of the corporate family rating to B3
reflects Penton's improvement in operating performance, two recent
acquisitions, and the resolution of the company's upcoming debt
maturity upon the successful completion of the transaction. The
rating is also supported by the company's improved business mix
between print and digital content and the company's strong
position in the niche verticals that it operates in. However,
these positives are offset by Penton's high leverage and its
cyclical business profile. Print revenues which have declined in
the mid to high single digit percentage range, still account for
around 50% of the company's total revenue. However, due to the
lower margins of the Print business this segment accounts for a
smaller amount of overall EBITDA.

Following the refinancing and the full integration of Aviation
Week, Moody's expects Penton's leverage to decline to
approximately 5.5x (Moody's adjusted) by year end 2014 through
cost synergies, modest revenue growth, and the increase in
business revenue mix coming from its higher margin Event and
Digital business lines compared to Print. In addition to the
leverage improvement from EBITDA growth, Moody's expects Penton to
generate approximately $55 million of free cash flow each year
which may be used to fund future acquisitions.

Moody's anticipates that Penton will have good liquidity in the 12
months following the proposed refinancing, supported by strong
free cash flow and a partially drawn $50 million revolver ($4
million expected to be drawn at closing). The term loans are
expected to have no financial covenants, except for a springing
net leverage test on the revolver.

The ratings for the proposed debt instruments reflect the expected
probability of default of Penton following the closing of the
refinancing, to which Moody's expects to assigns a PDR of B3-PD,
the average family loss given default assessment and the
composition of the debt instruments in the capital structure. The
proposed 1st lien credit facilities are rated B2 (LGD3, 37%), one
notch above the CFR given the loss absorption from the Caa2 (LGD5,
87%) rated 2nd lien debt.

The principal methodology used in this rating was the Global
Publishing 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.

Penton Business Media, Inc., headquartered in New York, NY, is a
diversified business-to-business media company providing print,
trade show and digital products and services. Penton filed for
Chapter 11 bankruptcy protection in February 2010. Revenue for the
twelve months ended June 30, 2013 was $316 million.


PENTON BUSINESS: S&P Raises CCR to 'B'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based business-to-business trade show
operator and publisher Penton Business Media Holdings Inc. to 'B'
from 'B-'.  The outlook is stable.

At the same time, S&P assigned Penton's proposed $570 million
first-lien credit facilities its issue-level rating of 'B' (at the
same level as the corporate credit rating), with a recovery rating
of '3', indicating S&P's expectation for meaningful (50%-70%)
recovery for lenders in the event of a payment default.  The
facility consists of a $50 million revolving credit facility due
2018 and a $520 million first-lien term loan due 2019.

In addition, S&P assigned the proposed $150 million second-lien
term loan due 2020 its issue-level rating of 'CCC+' (two notches
below the corporate credit rating), with a recovery rating of '6',
indicating S&P's expectation for negligible (0%-10%) recovery for
lenders in the event of a payment default.

The company plans to use proceeds to refinance its credit
facilities and pay related transaction costs.

The upgrade reflects the elimination of near-term refinancing risk
and S&P's expectation that Penton will continue to generate
discretionary cash flow, maintain adequate liquidity, and reduce
debt leverage through EBITDA growth and modest debt payment over
the intermediate term.  S&P assess Penton's business risk as
"weak," given its expectation that the company will remain
susceptible to cyclical downturns in advertising demand and that
unfavorable secular trends will continue to pressure the
publishing business despite the company's progress in growing its
digital and tradeshow businesses.

Based on S&P's criteria, it considers Penton's financial risk
"highly leveraged" because of its still-high debt leverage ratio,
adjusted for operating leases and pension.  Pro forma for the
proposed transaction, acquisitions, and divestitures, adjusted
debt to EBITDA was still high, at about 6x, as of June 30, 2013,
but down from 9x in 2011, mainly because of contributions from
acquisitions and modest growth.  On Aug. 1, 2013, Penton acquired
Aviation Week from McGraw Hill Financial Inc. (Standard & Poor's
Rating Services is a unit of McGraw-Hill Financial.)  The
acquisition strengthens Penton's position in the commercial
aviation industry and adds leading trade shows to the company's
portfolio.  The acquisition was funded with the existing revolving
credit facility and cash on hand.


PERSKY ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Persky Enterprises Limited, Debtor
        26500 Agoura Road, Unit #120386
        Calabasas, CA 91302-1952

Bankruptcy Case No.: 13-15952

Chapter 11 Petition Date: September 12, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Marc C. Rosenberg, Esq.
                  LAW OFFICES OF MARC C. ROSENBERG
                  18321 Ventura Boulevard, Suite 900
                  Tarzana, CA 91356-4251
                  Tel: (818) 776-0012
                  Fax: (818) 776-0892
                  E-mail: annette@marcslaw.com

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

Estimated Debts: $500,001 to $1,000,000

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Shelly Dunkel, president.


PERSONAL COMMUNICATIONS: Auction Slated for Oct. 9
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Personal Communications Devices LLC, a distributor
of wireless communications devices, will be sold at auction on
Oct. 9, about one week later than the company wanted.

On Sept. 16, the bankruptcy judge in Central Islip, New York,
approved auction and sale procedures.

The report notes that the creditors' committee opposed a quick
sale and aspects of the financing package.  The committee argued
that the $105 million sale price is "purely fictional" and confers
no benefit on unsecured creditors.

The report relates that Quality One Wireless LLC is the so-called
stalking horse, already under contract to buy the operation for
$105 million absent a higher bid at auction.

The report relays that the price is some $2 million less than
secured debt.  Competing bids are due Oct. 8.  A hearing to
approve sale will take place Oct. 10.  The judge has given final
approval for the entire $46 million financing package.  It pays
off existing first-lien debt.

                   About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


POMONA RDA: Moody's Confirms Ba1 Rating on Outstanding Bonds
------------------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating on the
Successor Agency to Pomona Redevelopment Agency's 1998 Refunding
Revenue Bonds, Series W issued by the Pomona Public Financing
Authority. The rating action affects approximately $42 million of
outstanding debt.

Ratings Rationale:

The confirmation at Ba1 is driven by changes to California law
that dissolved redevelopment agencies (RDAs) and changed the
method by which the successors agencies to the RDAs receive
incremental tax revenues to pay debt service on tax allocation
bonds; as a result of these changes, Moody's projects that debt
service coverage net of pass-through payments will remain below
Moody's threshold of two times to be considered investment grade.

Other factors affecting the rating include a large project area
and strong project area assessed valuation; a strong incremental
AV to total AV; a project area with minimal concentration; and
average debt service coverage levels on a semi-annual basis for
the RDA's total project area. The bonds are secured by the tax
increment revenues of the agency.

Strengths

- A large project area and overall assessed valuation

- High ratio of incremental AV to the total AV of the project area

Challenges

- Below average socio-economic indicators

- Thin debt service coverage in the low semi-annual debt service
period for the RDA's entire merged project area

What Could Change the Rating Up?

- Sizable increase in incremental AV of the project area, leading
to greater debt service coverage in all semi-annual periods

What Could Change the Rating Down?

- Material decline in the district's assessed valuation

The principal methodology used in this rating was Moody's Analytic
Approach to Rating California Tax Allocation Bonds published in
December 2003.


PREFERRED PROPPANTS: Moody's Lowers CFR One Notch to 'Caa1'
-----------------------------------------------------------
Moody's Investors Service downgraded Preferred Proppants corporate
family rating to Caa1 from B3, its probability of default rating
to Caa2-PD from Caa1-PD and placed its rating under review for
downgrade. The rating downgrade reflects Preferred's inability to
address its weak liquidity profile, it's softer than expected
operating results, the recent breach of its financial covenants
and the uncertainty related to the final outcome of negotiations
with its lenders.

The following actions were taken:

Corporate family rating, lowered to Caa1;

Probability of default rating, lowered to Caa2-PD;

Senior secured credit facilities, lowered to Caa1 (LGD3, 31%)

Ratings Rationale:

The downgrade of Preferred Proppants' reflects its recent decision
to hire restructuring advisers and the uncertainty related to its
ultimate credit profile after potential asset sales and
negotiations with its lenders related to the breach of its debt
covenants. It also reflects the company's weak liquidity, small
scale, elevated leverage, limited amount of high quality frac sand
reserves and its end market concentration in the cyclical oil &
gas industry. Management has demonstrated some success in
expanding its production capacity and third party terminal network
and introducing new products into the market. However, the company
has limited reserves of high quality frac sand and a less
developed company owned logistical network than its major
competitors. As a result, cash flow visibility remains limited and
combined with limited liquidity, high leverage, the recent breach
of its minimum EBITDA covenant requirement and the hiring of
restructuring advisers presents a credit concern. These factors
are somewhat mitigated by the company's reduced spending plans,
large base of proven mineral reserves and the barriers to entry
for competitors.

The review of Preferred's rating for a downgrade will focus on the
company's ability to successfully negotiate an amendment with its
lenders, generate additional liquidity through asset sales or
equity contributions and to achieve improved operating results and
positive cash generation.

Preferred Proppants operating results began to deteriorate
substantially during the second half of 2012 due to enhanced
competitive pressure in the frac sand industry resulting from
lower growth rates and substantially increased industry capacity.
The company's weak operating results along with elevated capital
expenditures reduced its liquidity and compelled the company to
solicit equity contributions to enhance its liquidity and to avoid
violating its financial leverage covenant. The company was also
forced to pursue an amendment to its credit facility since it
would have likely breached one or more covenants this year. The
amended credit facility included modified covenants, such as a
limitation on capital expenditures and a suspension of the maximum
leverage ratio requirement through the fourth quarter of 2013.
However, it established minimum EBITDA thresholds (excluding
equity cures) for each quarter of 2013 that appeared difficult to
achieve.

Preferred's operating results have remained weak in the first half
of 2013 as the company continues to be negatively impacted by
competitive pressure and from a lack of high quality sand reserves
and a less developed logistical network than some of its major
competitors. As a result, Preferred breached the minimum EBITDA
covenant requirement of its credit facilities in the second
quarter. The company has approached its lenders for another
amendment and hired restructuring advisers to assist with this
process and the evaluation of liquidity enhancement initiatives
including potential asset sales. However, the outcome of the
lender negotiations and liquidity raising process remains
uncertain.

The weaker than expected operating results has also resulted in
very low liquidity of less than $10 million despite additional
equity contributions in the first half of this year. In addition,
the company's leverage and interest coverage ratios continue to
deteriorate and remain weak for its rating. Preferred's adjusted
leverage ratio (Debt/EBITDA) is elevated at 10.3x and its interest
coverage ratio (EBIT/Interest Expense) is weak at 0.7x for the
trailing twelve months ended June 30, 2013. Moody's expects these
ratios to improve modestly during the remainder of 2013.

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology 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.

Preferred Proppants, LLC headquartered in Radnor, PA, is a
producer and distributor of frac sand and proppant materials used
predominately in oil and gas drilling. The company holds
approximately 340 million tons of reserves and operates out of 6
facilities in the US and Canada. The company generated
approximately $370 million in revenue for the trailing 12-month
period ended June 30, 2013.


PREMIER GOLF: Can Employ Kenneth Hoyt as Substitute Counsel
-----------------------------------------------------------
Premier Golf Properties, LP, sought and obtained approval from the
Bankruptcy Court to employ its special litigation counsel Kenneth
C. Hoyt, Esq., of The Hoyt Law Firm, as substitute for Wolfgang F.
Hahn, Esq., of Hahn + Associates.

The Hoyt Law Firm represented the Debtor in connection with
litigations filed pre-petition before the Superior Court of
California, County of San Diego, against creditor Yamaha Golf
Car Company and Yamaha Motor Manufacturing Corporation of America
in connection with a 2008 Golf Carts Lease Agreement.

On June 24, 2011, the Bankruptcy Court approved the employment of
Mr. Hahn as special litigation counsel to represent the Debtor
before the Superior Court of California.  On March 8, 2013, the
Debtor substituted Mr. Hahn as counsel.

In compliance with Local Bankruptcy Rule 9034-1(a)(2), the Debtor
submitted an Employment Application to the U.S. Trustee seeking
the mandated statement of position.  The U.S. Trustee issued a
statement of position with multiple objections relative to The
Hoyt Law Firm's standard Engagement Agreement.

While in the process of curing the deficiencies, on or about early
June 2013, the Debtor and creditor Yamaha reached a settlement,
subject to Bankruptcy Court approval.  The deal was set for a
hearing Aug. 19, 2013.  As a result of the settlement, The Hoyt
Law Firm's representation of the Debtor successfully concluded in
June 2013.  As of the successful conclusion of the litigations
before the Superior Court of California, The Hoyt Law Firm had
earned a total of $6,537 for professional services rendered.

                 About Premier Golf Properties, LP

Premier Golf Properties, L.P. owns and operates the Cottonwood
Golf Club in El Cajon, California. The Club has two 18-hole golf
courses, a driving range, pro shop, and club house restaurant.
The Club maintains the golf courses and operates a golf course
business on the real property.  Its income comes from green fees,
range fees, annual membership sales, golf lessons, golf cart
rentals, pro shop clothing and equipment sales, and food and
beverage services.

Premier Golf filed for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 11-07388) on May 2, 2011.  Judge Peter W. Bowie presides
over the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian, in Chula Vista, California, represents the Debtor.
The Debtor estimated assets and liabilities at $10 million to
$50 million.

Richard J. Frick, Esq., Ralph Ascher, Esq., and Richard Vergel de
Dios, Esq., at Frick Pickett & McDonald LLP, in Garden Grove,
Calif., represent Secured Creditor Far East National Bank as
counsel.


PRITHVI CATALYTIC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Prithvi Catalytic, Inc.
        1910 Cochran Road
        Pittsburgh, PA 15220

Bankruptcy Case No.: 13-23855

Chapter 11 Petition Date: September 10, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Louis P. Vitti, Esq.
                  VITTI & VITTI & ASSOCIATES, P.C.
                  215 Fourth Avenue
                  Pittsburgh, PA 15222
                  Tel: (412) 281-1725
                  Fax: (412) 281-3810
                  E-mail: jennifer@vittilaw.com

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

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

The Company's list of its largest unsecured creditors does not
contain any entry.

The petition was signed by Madhavi Vuppalapati, president and CEO.


QBEX ELECTRONICS: Deadline to Decide on Prologis Lease on Dec. 10
-----------------------------------------------------------------
The Bankruptcy Court has extended Qbex Electronics Corporation,
Inc., et al.'s deadline to assume or reject a lease with Prologis
LP until Dec. 10, 2013.  The lease is a nonresidential property
located in Miami, Florida.

Prologis and the Official Committee of Unsecured Creditors have
provided written consent to the extension sought by the Debtors.

Section 365(d)(4) of the Bankruptcy Code provides, in part, that
an unexpired lease of nonresidential real property under which a
debtor is the lessee will be deemed rejected and the debtor will
immediately surrender that nonresidential real property to the
lessor, if the debtor does not assume or reject the unexpired
lease by the earlier of: (a) the date that is 120 days after the
commencement of the Chapter 11 case; or (b) the date of the entry
of an order confirming a chapter 11 plan.

The Court, however, may extend the 120-day deadline before its
expiration for an additional 90 days "for cause" and "may grant a
subsequent extension only upon prior written consent of the lessor
in each instance."

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.

On Dec. 11, 2012, the U.S. Trustee appointed three creditors to
serve on the Committee.  Glenn D. Moses, Esq., and Michael L.
Schuster, Esq., at Genovese Joblove & Battista, P.A., represent
Committee.  The Committee tapped Marcum, LLP, as its financial
advisors.


QBEX ELECTRONICS: Plan Filing Deadline Extended to Oct. 28
----------------------------------------------------------
The Bankruptcy Court entered an order extending the period within
which Qbex Electronics Corporation, Inc., et al., will have the
exclusive right to file a Chapter 11 plan until Oct. 28, 2013.  If
the Debtors file a Plan on or before October 28, then they will
continue to have the exclusive right to obtain acceptances of that
Plan through Nov. 27, 2013.

This is the Debtors' fourth request to extend their Exclusive
Periods.

As reported by the TCR on Sept. 6, 2013, the Debtors said they
need additional time because they are negotiating with various
lenders and investors regarding a potential exit financing
facility or equity investment in the Debtors to facilitate a plan
of reorganization.

                       About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


QUEEN ELIZABETH: Claims Bar Date on October 28
----------------------------------------------
The Bankruptcy Court had set Oct. 28, 2013, as the deadline for
creditors in the bankrutcy case of Queen Elizabeth Realty Corp. to
submit their proofs of claim.

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.


RESIDENTIAL CAPITAL: Nearing Deal With Syncora on Scheduling
------------------------------------------------------------
Residential Capital's counsel, Gary S. Lee, Esq., at Morrison &
Foerster LLP, in New York, relates that Syncora Guarantee Inc. and
the Debtors have, since the sale hearing, attempted to resolve the
sale issues.  These discussions, Mr. Lee says, did not yield a
workable resolution prior to the filing of the Debtors' motion to
assume the Syncora-insured servicing agreements.  Nonetheless,
since the filing of the Assumption Motion, the Debtors understand
that Syncora and Ocwen Loan Servicing, LLC, have conferred on
several occasions in the hopes of narrowing areas of disagreement,
and that Syncora may request discovery of Ocwen in connection with
those discussions.

Mr. Lee tells the Court that the Debtors are encouraged by these
developments and supportive of continuing discussions between
Ocwen and Syncora as a means of potentially resolving the sale
issues.  To that end, the parties are deferring litigation of the
sale issues and the Debtors have separately proposed a joint
scheduling order setting forth various discovery and briefing
deadlines related to the sale issues, which stipulation remains
subject to review by Syncora, Ocwen, and the Official Committee of
Unsecured Creditors.

Norman S. Rosenbaum, Esq., and Alexandra Steinberg Barrage, Esq.,
at MORRISON & FOERSTER LLP, in New York, also represent the
Debtors.

Residential Capital LLC and its affiliates are seeking authority
from the Court to assume and assign certain servicing-related
agreements for trusts insured by Syncora Guarantee Inc.  Syncora
insured payment of principal and interest for the benefit of the
holders of certain securities in three trusts that own loans
previously serviced by the Debtor GMAC Mortgage, LLC.  Since the
closing of the Debtors' servicing platform assets to Ocwen Loan
Servicing LLC, in February, the relevant loans subject of these
three trusts have been subserviced by Ocwen on behalf of GMACM.
The Debtors now seek to assume and assign to Ocwen, as permitted
by the asset purchase agreement between certain of the Debtors and
Ocwen, as amended, certain servicing-related agreements relating
to those subserviced loans.

As reported in the Sept. 11, 2013 edition of the TCR, Syncora
Guarantee Inc., opposes Residential Capital's request to assume
certain servicing-related agreements for trusts insured by Syncora
and assign those agreements to Ocwen Loan Servicing, LLC.
Representing Syncora, Gary T. Holtzer, Esq. --
gary.holtzer@weil.com -- at Weil Gotshal & Manges LLP, in New
York, states, "Last November, the Debtors strategically withdrew
Syncora's contracts from the sale of their servicing platform
assets because they knew that Syncora's valid objections to their
proposed sale order could jeopardize the Sale.  They did the same
with other objecting parties' contracts, and the Court entered the
order approving the sale to Ocwen without having to address the
major objections to it.  Now having obtained approval of the Sale
Order, consummated the Sale, entered into a plan support agreement
with major parties, and filed a plan and disclosure statement, the
Debtors are hoping to use that momentum to force the ill-fitting
Sale Order on Syncora by fully incorporating it into a proposed
order granting the Assignment Motion, notwithstanding Syncora's
objection on the record to such Sale Order."

                     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.

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 Prompt Ruling on Syncora Claim
---------------------------------------------------------
Residential Capital LLC and its affiliates maintain that the Court
needs to promptly resolve the objection to Syncora Guaranty Inc.'s
cure claim on the ground that Syncora filed no such claim until
after the September 28, 2012 cure objection deadline.  The Debtors
reject any argument that Syncora was not subject to the same Cure
Deadline that applied to thousands of contract counterparties in
the Chapter 11 cases.  Because of Syncora's failure to comply with
the deadline, its cure claim should be limited to damages for
breaches, if any, of the Syncora Agreements that occurred after
the Cure Deadline, the Debtors argue.

Residential Capital LLC and its affiliates object to, and ask the
Court to disallow and expunge, Claim No. 2781 filed by Syncora
Guarantee Inc. f/k/a XL Capital Assurance Inc. against GMAC
Mortgage, LLC, with respect to its servicing of the loans in (1)
Bear Stearns Second Lien Trust 2007-SV1; (2) Greenpoint Mortgage
Funding Trust 2006-HE1; and (3) Suntrust Acquisition Closed-End
Second Trust, Series 2007-1.  The Debtors move to disallow and
expunge the Proof of Claim because it is unsubstantiated and fails
to state a claim.

Syncora argues that the Debtors' objection should be denied
because the Debtors have failed to meet their high burden to
refute the presumptive validity of the proof of claim.

Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, in New
York, argues that Syncora's claim describes in great detail, with
citation to relevant contractual provisions, a summary of facts
supporting the claim, and a calculation of damages.  Mr. DeFilippo
adds that Syncora's amended proof of claim is a proper amendment,
which also describes with greater particularity Syncora's claims.

Gary S. Lee, Esq., Norman S. Rosenbaum, Esq., and Alexandra
Steinberg Barrage, Esq., at MORRISON & FOERSTER LLP, in New York,
also represent the Debtors.

                     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.

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: Bid to Hire NewOak Capital Withdrawn
---------------------------------------------------------
Residential Capital LLC and its affiliates withdrew, without
prejudice, their application for authority to employ Newoak
Capital Advisors LLC as consultants, nunc pro tunc to May 24,
2013.

The Debtors earlier sought approval to hire Newoak as consultant,
nunc pro tunc to May 24, 2013, to provide these services:

   (a) Analysis and confirmation of the tranche structure of the
       FGIC Insured Trusts and FGIC guarantees associated with
       the settlement with the Financial Guaranty Insurance
       Corporation;

   (b) Calculation of the expected lifetime losses from the date
       of issuance for each of the 61 mortgage pools underlying
       each of the FGIC Insured Trusts;

   (c) Calculation of the expected lifetime losses from the date
       of issuance for each of the tranches in the
       securitizations that are not guaranteed by FGIC; and

   (d) Provision of other expert-related testimony, consulting or
       advisory services as may be needed in connection with the
       FGIC Settlement.

                     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.

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: Has Deal to Settle 151 RMBS Servicing Claims
-----------------------------------------------------------------
From 2004 to 2007, Residential Capital LLC and its affiliates
issued residential mortgage backed securities in 392 separate
private label securitizations with an aggregate original principal
balance of more than $26 billion.  In these RMBS securitizations,
the Debtors pooled together mortgage loans and conveyed them to
trusts in exchange for certificates that were sold to investors.
The RMBS certificates entitle holders to receive a share of the
principal and interest collected on the mortgage loans held by the
issuing trust.

Various individual Debtor entities played different roles in the
securitization process, including "servicing" the mortgages
underlying the trusts.  For each RMBS securitization, the Debtors
and the trustees for each of the RMBS trusts entered into a
pooling and servicing agreement governing the operations of the
securitization, including the Debtors' rights and obligations as
servicers.

Prior to the bar date, certain holders of the certificates in
certain of the Debtors' RMBS securitizations filed a total of 151
separate claims.  Each of the Claimants has authorized and
directed the Trustees of the trusts in which the Claimants hold
interests to settle the claims against the Debtors.

The Plan Support Agreement and the proposed Chapter 11 Plan
incorporate a settlement with the Trustees resolving all claims
asserted by the RMBS securitization trusts against the Debtors.
If the Proposed Chapter 11 Plan is confirmed and if the effective
date of the Proposed Chapter 11 Plan occurs, the RMBS trusts will
have allowed as non-subordinated unsecured claims in the amount of
$209.8 million against the GMACM Debtors and $7,091.2 million
against the RFC Debtors.  In exchange for these allowed claims,
the RMBS Trusts will be deemed to provide a full and complete
discharge of the Debtors from any and all RMBS Trust claims.

The Debtors and several parties agree in a stipulation that,
should the proposed Chapter 11 Plan containing the RMBS Trust
Settlement be approved by the Court, on the effective date, the
151 RMBS servicing claims will be disallowed and expunged because
these claims are duplicative of the claims already filed by the
RMBS Trusts.

In the event the Plan Effective Date does not occur, then the
Debtors, Claimants, and all other parties-in-interest reserve all
rights regarding the Claims and their disposition.

A full-text copy of the Stipulation with accompanying schedule of
the subject claims is available for free at:

      http://bankrupt.com/misc/RESCAP_rmbsstip0910.pdf

Thomas P. Sarb, Esq. -- sarbt@millerjohnson.com -- and Robert D.
Wolford, Esq. -- wolfordr@millerjohnson.com -- at MILLER, JOHNSON,
SNELL & CUMMISKEY, P.L.C., in Grand Rapids, Michigan, represent
the RMBS Claimants.

Joel C. Haims, Esq., Gary S. Lee, Esq., and Jonathan C. Rothberg,
Esq., at MORRISON & FOERSTER LLP, in New York, represent the
Debtors.

                     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.

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).


RGR WATKINS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RGR Watkins, LLC
        1226 N. Tamiami Trail, Suite 301
        Sarasota, FL 34236

Bankruptcy Case No.: 13-12147

Chapter 11 Petition Date: September 12, 2013

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

Debtor's Counsel: Elena P. Ketchum, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: eketchum.ecf@srbp.com

                         - and ?

                  Amy Denton Harris, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: aharris.ecf@srbp.com

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

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

The petition was signed by Robert G. Roskamp, manager.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Williams, Parker, Harrison, Dietz  --                      $44,058
& Getz
200 S. Orange Avenue
Sarasota, FL 34236-6802

Taylor English Duma, LLP           --                      $36,086
1600 Parkwood Circle, #400
Atlanta, GA 30339

American Arbitration Association   --                      $32,243
2200 Century Parkway, #300
Atlanta, GA 30345

Abarrotes Morelos                  --                 Undetermined

Advanced Disposal Services         --                 Undetermined

All Painting Contractors           --                 Undetermined

Angel Cleaning Company, LLC        --                 Undetermined

Aqua Underground, Inc.             --                 Undetermined

Atlanta Sprinkler Inspection       --                 Undetermined

Barron?s HVAC                      --                 Undetermined

BBROS, Inc.                        --                 Undetermined

Blue Fire                          --                 Undetermined

Brickman Group Holdings, Inc.      --                 Undetermined

Burns Ventures, Inc.               --                 Undetermined

CIRE ? Entertainment               --                 Undetermined

Comcast Corporation                --                 Undetermined

Core Roofing Systems, Inc.         --                 Undetermined

DS Waters of America, LP           --                 Undetermined

Fickling & Company, Inc.           --                 Undetermined

Fickling Management                --                 Undetermined


ROGERS BANCSHARES: Simmons Nat'l Buys Metropolitan National Bank
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rogers Bancshares Inc. in Little Rock, Arkansas, sold
its bank subsidiary Metropolitan National Bank for more than three
times the first bid at auction last week.

According to the report, Simmons National Corp. won the auction
with a bid of $53.6 million cash.  The first bid of $16 million
from Dallas-based private-equity investor Ford Financial Fund LP
was negotiated before Rogers filed for Chapter 11 protection
July 5.  The bankruptcy judge in Little Rock approved the sale on
Sept. 13.  Rogers arranged the sale to prevent the bank unit from
being taken over by regulators.

The report notes that Simmons, based in Pine Bluff, Arkansas, is
buying the stock of the bank subsidiary.  The acquisition should
be completed in the fourth quarter, Simmons said in a statement.

                      About Rogers Bancshares Inc.

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq., at Bracewell & Giuliani, LLP represents the
Debtor in its restructuring efforts.  The Debtor estimated $10
million to $50 million in assets and debts.  Rogers owes $41.3
million on three issues of junior subordinated debentures and
$39.6 million on four issues of preferred stock. The petition was
signed by Susan F. Smith, secretary.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


RURAL/METRO CORP: Ambulance Service Files Plan at Deadline
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro Corp., a provider of emergency and non-
emergency medical transportation, filed a formal reorganization
plan on Sept. 15 to carry out an agreement negotiated before last
month's Chapter 11 filing.

According to the report, the bankruptcy court in Delaware
previously approved the so-called plan-support agreement. The
explanatory disclosure statement was filed along with the plan,
although creditors as yet aren't told the predicted percentage
recoveries.  Unsecured noteholders with $312.2 million in claims
are to acquire all the preferred stock and 70 percent of the
common stock in return for a $135 million equity contribution
through a rights offering.

The report relates that the $135 million equity contribution gives
noteholders new preferred stock with a 15 percent dividend.  The
purchasing noteholders will also receive warrants exercisable at a
nominal price to acquire 70 percent of the common equity.
Unsecured creditors, along with noteholders, will have apro rata
share of the new common stock.  The rights offering will enable a
$50 million pay-down of the $427.3 million in secured debt.

The report relays that the support agreement required filing the
plan by Sept. 15.  The disclosure statement must be approved by
Nov. 18, and the plan must be approved in a confirmation order by
Dec. 20.  Rural/Metro, based in Scottsdale, Arizona, was acquired
in2011 in a leveraged buyout by Warburg Pincus LLC as part of a
transaction valued at $676.5 million, according to data compiled
by Bloomberg.

According to the report, existing shareholders receive nothing in
the plan.

                      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.


SAVOY GROUP: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Savoy Group, LLC
          aka Savoy Group, LLC
          dba Amerimart
              Spiffy Auto & Car Wash Center
        3620 Highway 280
        Alexander City, AL 35010

Bankruptcy Case No.: 13-32371

Chapter 11 Petition Date: September 10, 2013

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams, Jr.

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  1784 Taliaferro Trail, Suite A
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Scheduled Assets: $3,652,700

Scheduled Liabilities: $1,644,294

A copy of the Company's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/almb13-32371.pdf

The petition was signed by Narendra Patel, owner.


SEGA BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SEGA Biofuels, LLC
        15333 Highway 82
        Nahunta, GA 31553

Bankruptcy Case No.: 13-50694

Chapter 11 Petition Date: September 11, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Waycross)

Judge: John S. Dalis

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Scheduled Assets: $10,649,536

Scheduled Liabilities: $13,678,050

The petition was signed by Robert Foxen, special manager.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Heritage Bank                  Wood Pellet Plant    $1,016,514
300 S. Main Street                 15333 Hwy. 82
Hinesville, GA 31313               Nahunta, GA 31553
                                   (36.058 Acres) &
                                   Machinery, Equipment,
                                   Fixtures, Supplies,
                                   Inventory, A/R, etc.

Logistec USA, Inc.                 Trade Debt/Loan        $251,559
P.O. Box 1411
Brunswick, CA 31521

Okefenokee REMC 4001               Trade Debt             $152,789
P.O. Box 602
Nahunta, GA 31553-0602

Robert Foxen                       Unsecured Loan         $137,000

Marty Shea                         Unsecured Loan         $117,000

East Kansas Agri-Energy            Unsecured Loan          $75,000

John Ford                          Unsecured Loan          $60,000

Biofuels Holdings, LLC             Loan                    $50,000

James Ford                         Unsecured Loan          $50,000

McKee Family Trust                 Unsecured Loan          $50,000

Mike Yokers                        Unsecured Loan          $50,000

Tom Modrzewski                     Unsecured Loan          $50,000

Brantley Gas                       Trade Debt              $45,119

Southeastern Die Reconditioning    Trade Debt              $32,157

James Huntley                      Unsecured Loan          $31,400

Industrial Cutting Tools           Trade Debt              $31,220

Lewis & Raulerson, Inc.            Gasoline and            $30,564
                                   Petroleum Products

Thom's Transport Co, Inc.          Trade Debt              $29,233

Milton J. Wood Company             Arbitration             $20,000
                                   Settlement

Dorrsers                           Trade Debt              $19,633


SHILOH INDUSTRIES: Moody's Affirms B1 CFR Following Contech Deal
----------------------------------------------------------------
Moody's Investors Service affirmed Shiloh Industries Inc.'s B1
Corporate Family Rating and SGL-3 short-term liquidity rating
following the acquisition of Contech Castings and expansion of the
company's revolving credit facility to $175 million from $120
million. The rating on the revolver was moved to Ba3 from Ba2 to
reflect the change in the company's capital structure consistent
with Moody's Loss Given Default Methodology. The rating outlook is
stable.

"The Contech acquisition is a good strategic fit and Shiloh's pro-
forma credit metrics are solid, but the increase in the amount of
secured debt in the capital structure increases secured leverage,
which in our view implies a higher expected loss for all secured
debt holders," said Ben Nelson, Moody's Assistant Vice President
and lead analyst for Shiloh Industries, Inc.

Issuer: Shiloh Industries, Inc.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B2-PD

$175 million Senior Secured Revolving Credit Facility due 2017,
Downgraded to Ba3 (LGD2 26%) from Ba2

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook, Stable

Ratings Rationale:

The B1 CFR is principally constrained by limited scale, a highly
competitive environment in the automotive supplier industry,
exposure to the highly cyclical automotive industry, and the
expectation that the company will continue to pursue debt-financed
acquisitions in the intermediate term. Shiloh is a Tier I (for
blanks, some stampings, modular assemblies, and die castings) and
Tier II (for some stampings and die castings) automotive supplier
with a relatively modest revenue base compared to many rated
automotive suppliers and automotive customers -- especially
considering the value-added portion of revenue net of the raw
materials bought through contractual arrangements that reduce or
eliminate metal price risk. The rating benefits from strong market
positions in key products (including engineered welded blanks
which represented 49% of revenue in 2012), improved cost structure
following an operational rationalization program, and ongoing
diversification of the company's customer base. Shiloh has picked
up new business with automotive and industrial companies to reduce
its concentration with General Motors and Chrysler, and made
acquisitions to position the company to benefit from the
lightweighting trend in the automotive industry.

Moody's expects continued improvement in North American light
vehicle production will support solid demand for the company's
products in the near-term and the trend toward reducing vehicle
weight to help meet tightening fuel economy standards will provide
ongoing support over a longer horizon. Shiloh has strengthened its
capabilities in this area through internal investments and
business acquisitions, including building on existing offerings in
die casting through the recent Contech acquisition.

Moody's estimates adjusted financial leverage in the mid-2 times
area and free cash flow in the upper single digit range as a
percentage of debt on a pro forma basis for recent acquisitions
(including debt treatment of the underfunded portion of the
pension plan and capitalization of operating leases). Absent any
additional acquisitions, these metrics should improve modestly by
the end of 2014. Shiloh has also lowered its breakeven point
through manufacturing process improvements and protects its
margins through contractual arrangements purchasing for aluminum
and steel. Nevertheless, the rating incorporates tolerance for
fluctuations in operating performance outside of management's
control, such as unexpected changes in vehicle production rates,
but assumes that Shiloh will be able to maintain adjusted leverage
below 5 times and generate positive free cash flow on an annual
basis throughout a cyclical trough in its key end markets.

The SGL-3 short-term liquidity rating reflects Moody's expectation
for adequate liquidity to support operations over the next 12-15
months, supported primarily by the company's strong discretionary
cash flow generation and $175 million revolving credit facility.
The company reported about $83 million of borrowings against this
facility at July 31, 2013 and used the revolver to fund a net
purchase price of just under $37 million to acquire Contech.
Moody's anticipates positive free cash flow on an annual basis
with some quarterly variation depending on timing of payments and
dividend activity. Moody's believes that the company will maintain
compliance with revolver covenants in the near-term. Shiloh does
not have any material debt maturities prior to its revolving
credit facility in 2017.

The stable rating outlook assumes that Shiloh will maintain
adequate liquidity to support its operations and exhibit credit
metrics consistent with Moody's expectations including adjusted
financial leverage in the mid-2 times range and positive free cash
flow in 2014. Moody's could upgrade the rating with continued
increase in scale and business diversity; free cash flow sustained
above 10% of debt; and commitment to financial policies supportive
of adjusted leverage below 4 times on a through-the-cycle basis.
While the B1 CFR is well-positioned at present, Moody's could
downgrade the rating with a substantive erosion in profit margins,
loss of a key customer, meaningful deterioration in liquidity, or
expectations for leverage to exceed 5 times or free cash flow to
turn negative during a downturn in key end markets. Further
leveraging acquisitions could have negative rating implications.

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


SOBAREA RANCHES: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sobarea Ranches, LLC
        P.O. Box 2905
        Saratoga, CA 95070

Bankruptcy Case No.: 13-54819

Chapter 11 Petition Date: September 11, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #740
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $5,860,600

Scheduled Liabilities: $3,062,970

A list of the Company?s eight largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/canb13-54819.pdf

The petition was signed by Gary E. Hansen, managing member.


SPIG INDUSTRY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Spig Industry, LLC
        P.O. Box 2617
        Abingdon, VA 24212-2617

Bankruptcy Case No.: 13-71469

Chapter 11 Petition Date: September 11, 2013

Court: U.S. Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  COPELAND LAW FIRM, P.C.
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711
                  E-mail: rtc@rcopelandlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Christopher Harman, managing member.


STELERA WIRELESS: Committee Wants to Hire Polsinelli as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Stelera Wireless, LLC, seeks Bankruptcy Court authority to
retain Polsinelli PC as its counsel nunc pro tunc to Aug. 26,
2013.  The Committee selected Polsinelli because of its attorneys'
experience and knowledge in chapter 11 cases and because of the
absence of any conflict of interest.

Polsinelli will, among other things:

   (a) provide legal advice with respect to the powers and duties
       available to the Committee, an official committee appointed
       under Section 1102 of the Bankruptcy Code;

   (b) assist in the investigation of the acts, conduct, assets,
       liabilities, and financial condition of the Debtor, the
       operation of the Debtor's business, and any other matter
       relevant to the case or the formulation of a plan or plans
       of reorganization or liquidation;

   (c) prepare on behalf of the Committee necessary applications,
       motions, complaints, answers, orders, agreements, and other
       legal papers;

   (d) represent the Committee in hearings and other judicial
       proceedings; and

   (e) review, analyze, and respond to all pleadings filed by the
       Debtor and appear in Court to present necessary motions,
       applications, and pleadings and to otherwise protect the
       interest of the Committee.

Polsinelli's hourly rates range from $250 to $600 per hour for
shareholders, $175 to $325 per hour for associates and senior
counsel, and $75 to $200 per hour for paraprofessionals.  The
primary attorneys and paralegals expected to represent the
Committee, and their respective hourly rates are:

     Christopher A. Ward (shareholder)    $520 per hour
     Jim Bird (shareholder)               $460 per hour
     Jarrett Vine (associate)             $285 per hour
     Lindsey M. Suprum (paralegal)        $205 per hour

Polisinelli will also seek reimbursement of actual and necessary
expenses.

The Committee has also determined to select Gable Gotwals as co-
counsel.  Polsinelli will work in conjunction with Gable Gotwals
to assure that there is no duplication of service.

Polsinelli assures the Court that it is "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Stelera Wireless, LLC

Stelera Wireless, LLC, specialized in providing broadband services
to consumers and businesses in rural markets in the United States.
The Company filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 13-13267) on July 18, 2013.  Tim Duffy signed the petition as
chief technology officer/manager.  Judge Niles L. Jackson presides
over the case.  The Debtor disclosed $18,005,000 in assets and
$30,809,314 in liabilities as of the Chapter 11 filing.  J. Clay
Christensen, Esq., at Christensen Law Group, PLLC, serves as the
Debtor's primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as additional bankruptcy counsel.  American Legal Claim
Services, LLC serves as the official noticing agent.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


T.V. 10'S: Updated Case Summary & Creditors' Lists
--------------------------------------------------
Lead Debtor: T.V. 10's, LLC
             15910 Ventura Blvd., 9th Floor
             Encino, CA 91436-2809

Bankruptcy Case No.: 13-15930

Chapter 11 Petition Date: September 11, 2013

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

Judge: Alan M. Ahart

Debtors' Counsel: Rodger M. Landau, Esq.
                  Monica Rieder, Esq.
                  LANDAU GOTTFRIED & BERGER LLP
                  1801 Century Park E Ste 700
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: rlandau@lgbfirm.com
                          mrieder@lgbfirm.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Fulcrum 5, Inc.                        13-15931
  dba Fulcrum Digital Marketing
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
KSL Media, Inc.                        13-15929

The petitions were signed by Janet Miller-Allen, controller.

A. A copy of T.V. 10's, LLC's list of its 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/cacb13-15930.pdf

B. A copy of Fulcrum 5, Inc.'s list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb13-15931.pdf


TEE INVESTMENT: Hearing on Case Conversion Reset Until Nov. 13
--------------------------------------------------------------
Terrence S. Daly, as receiver for Tee Investment Company, by and
though Louis M. Bubala III, Esq. -- lbubala@armstrongteasdale.com
-- at Armstrong Teasdale LLP, responded to WBCMT 2006-C27 Plumas
Street LLC's motion to convert the case to one under Chapter 7 of
the Bankruptcy Code and renewal of motion to lift stay.

According to the receiver, it is compelled to address the matters
relating to the Debtor's failure to file its monthly operating
reports; and failure to pay the quarterly U.S. Trustee fees.

The receiver explained that it is the Debtor's duty to file
monthly operating reports with the Court.  To the extent that the
Debtor needs or relies on information provided by receiver in its
monthly receiver's report, receiver has distributed his reports
every month, including distribution to the Debtor's counsel.

In relation to the unpaid fees, the receiver has advised the
Debtor's counsel to submit the invoices so that he can pay any
fees.

           U.S. Trustee Supports Conversion or Dismissal

In response to WBCMT 2006-C27's motion, Acting U.S. Trustee August
B. Landis said that:

   1. the Debtor has failed to timely file monthly operating
      reports for the months of February 2013 through July 2013,
      which are now past due; and

   2. the Debtor has failed to timely submit US Trustee quarterly
      fee payments.  Through the second quarter of 2013, the
      Debtor owes estimated quarterly fees of $5,850.

Pursuant to Section 1112(b)(4)(K) of the Bankruptcy Code, the
Debtor's failure to timely pay quarterly fees is sufficient cause
to convert or dismiss the case.

In a separate filing, the Sept. 27 hearing on the matter is
rescheduled until Nov. 13, at 10 a.m.

As reported in the Troubled Company Reporter on Aug. 22, 2013,
Phillip K. Wang, Esq. -- pwang@duanemorris.com -- at Duane Morris
LLP, on behalf of WBCMT 2006-C27, requested that the Court:

   i) convert the Debtor's case; and

  ii) renew its previous motion for relief of stay to allow the
      creditor to exercise any and all of its available right and
      remedies in and to its collateral which consist of certain
      real property and improvements commonly known as Lakeridge
      Apartments West, 6155 Plumas Street, Reno, Nevada and
      related personal property.

According to Mr. Wang, WBCMT 2006-C27 is undersecured because the
Debtor owed, as of the Petition Date, $14,242,985 and the fair
market value of the property is approximately $10,800,000.

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.

The First Amendment to the Debtor's First Amended Plan of
Reorganization provides that the amount of the WBCMT Secured Claim
will be the lesser of the value of the Property determined as of
the Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC.


VESTMAN CONSTRUCTION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Vestman Construction, Inc.
        16951 Lemolo Shore Drive NE
        Poulsbo, WA 98370

Bankruptcy Case No.: 13-18201

Chapter 11 Petition Date: September 12, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: David Carl Hill, Esq.
                  LAW OFFICE OF DAVID CARL HILL
                  2472 Bethel Road SE, Suite A
                  Port Orchard, WA 98366
                  Tel: (360) 876-5015
                  E-mail: bankruptcy@hilllaw.com

Scheduled Assets: $546,452

Scheduled Liabilities: $644,965

The Company?s list of its 16 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb13-18201.pdf

The petition was signed by Denise Julie Laurie Vestman, secretary.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Gerock Holger Vestman and             13-15763            06/21/13
Denise Julie Laurie Vestman


VPR OPERATING: Panel Balk at Sale of Substantially All Assets
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of VPR Operating, LLC et al., objected to the Debtors' motion
to sell substantially all the assets of the four bankruptcy
estates.

As reported in the Troubled Company Reporter on Sept. 12, 2013,
the Debtor has named lead bidders for its 53 wells in Oklahoma and
New Mexico, which are slated to hit the auction block later this
month.

The Committee, however, argues that:

   -- the sale involves a credit bid by Victory Park Credit
      Opportunities Master Fund, Ltd., Victory Park Credit
      Opportunities Intermediate Fund, LP, or Victory Park Credit
      Opportunities, LP;

   -- the order approving sale has terms not previously disclosed
      to the Committee in accordance with the consultation
      requirement set forth in the sale procedures.

   -- the sale of the Debtors' assets will leave the estate
      with insufficient funds to pay allowed and allowable
      administrative claims.

Deborah A. Bynum, Esq., for Judy A. Robbins, U.S. Trustee for
Region 7, also filed a limited objection to the sale motion,
stating that the U.S. Trustee has requested, but not yet received,
a breakdown per bankruptcy estate of the assets being sold.  Such
breakdown is required to assess the correct fees.  Prior to
approval of any sale, the assets and the ownership of the assets
should be specified.

On Sept. 6, the Committee requested that the Debtor limit the
credit bidding, stating that VPC must not be permitted to credit
bid because credit bidding will chill bidding by others, and
credit bidding by VPC is inappropriate in the cases because it
will inhibit the Debtors from maximizing the value of their assets
by creating a disincentive for other prospective purchasers to
become involved in the auction process and actively bid.

The Committee has withdrawn its motion to expedite the hearing on
its bid to limit credit bidding.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


WASHINGTON COMMUNITIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Washington Communities II, LLC
        374 Maple Avenue, #201
        Vienna, VA 22180

Bankruptcy Case No.: 13-00570

Chapter 11 Petition Date: September 11, 2013

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                  LAW OFFICES OF JEFFREY M. SHERMAN
                  1600 N. Oak Street, Suite 1826
                  Arlington, VA 22209
                  Tel: (703) 358-9568
                  E-mail: jeffreymsherman@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Richard Deeds, managing member, owner.


* Disclosing Ownership of LLC Isn't Enough to Abandon
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual's Chapter 7 bankruptcy petition is
inadequate if it lists assets as including ownership of a limit
liability corporation without saying the LLC has a claim against a
third party.

According to the report, the individual's petition listed the LLC
as having no value.  The trustee declared the case a "no asset"
bankruptcy.  When the case was closed, the LLC was abandoned,
meaning ownership reverted to the bankrupt.

The report notes that the LLC sued a third party and later
collected $80,000 in a settlement.  A bank creditor of the
individual prevailed on the bankruptcy judge to reopen the
bankruptcy.  The U.S. Bankruptcy Appellate Panel in Cincinnati
ruled Sept. 16 that the claim against the third party was an
undisclosed asset.  Consequently, it remained property of the
estate under Section 554 of the Bankruptcy Code.

The report discloses that the three-judge appellate panel said
"placing a value of zero on the LLC membership interest with
knowledge of the tort claim and the failure to list such claim
constituted a failure to disclose the asset."

The case is In re Underhill, 12-8045, U.S. Bankruptcy Appellate
Panel for the Sixth Circuit (Cincinnati).


* Fitch Says FX Volatility Puts Strain on U.S. Corporate Revenues
-----------------------------------------------------------------
Heightened volatility in foreign exchange (FX) rates during the
second quarter (Q2) of 2013 resulted in declines in quarterly
revenues and EPS for a number of U.S. companies with international
sales, according to a new Fitch Ratings report.
Foreign currency translation impacts are defined as changes in a
company's revenues, earnings, or assets/liabilities due to
fluctuations in exchange rates. Fitch's report provides a summary
of public comments by select U.S. companies across several
industries on the effect FX volatility is having on their
business.

The strengthening U.S. dollar and weakness among several key
global market currencies drove FX volatility in Q2. Fitch believes
further FX volatility is possible in future quarters if the U.S.
economy - and correspondingly U.S. interest rates - continues to
pick up steam while BRIC countries experience economic slowdowns.
Fitch has previously forecasted that growth differentials will
narrow between emerging market countries and the Major Advances
Economies over the next two years.

Fitch notes that FX volatility can cut both ways for U.S.
corporates. While dollar-denominated exporters may be experiencing
the unfavorable effects of international currency depreciation on
sales abroad, it has created relief for major global projects with
costs incurred in local currency. These include a number of large
projects in natural resource industry segments.


* Moody's Releases Report on US State Oversight for Local Units
---------------------------------------------------------------
The 50 US states vary greatly in the levels of oversight and
support they offer local governments that become fiscally
distressed, Moody's Investors Service says in a new, comprehensive
survey of this support. Although strong state oversight and
involvement is often a credit positive for a financially pressured
local government, it is no guarantee against default.

"Even strong state oversight and a history of effective
intervention does not necessarily prevent default, if the
underlying conditions leading to distress overwhelm oversight
mechanisms," says Gregory Lipitz, the Moody's Vice President --
Senior Credit Officer who is lead author of the report "US State
Oversight Is Often Credit Positive for Distressed Local
Governments, but No Guarantee Against Default."

For example, the City of Detroit defaulted and filed for
bankruptcy on July 18 despite Michigan's comprehensive statutory
mechanism for and history of oversight of distressed local
governments. The state actively monitors its local municipalities,
and under certain circumstances, appoints an emergency manager
with vast powers over contracts and budgeting, a system that has a
long history of success. However that did not prevent Detroit from
default and bankruptcy after the emergency manager was appointed.

Moody's notes that strong state oversight and monitoring does not
detract from a state's own credit quality because such oversight
rarely involves direct bailouts that use state funds.

States with strong oversight and support for distressed local
government generally share a number of characteristics, says
Moody's. They take the initiative in implementing measures to
avoid default or mitigate distress and have an established history
of taking action in support of their local governments or school
districts. Also, almost all of these states have the ability to
appoint a receiver and take over a local credit's operations.

In the new report Moody's places the levels of support for all 50
states into one of four categories: strong, moderate, limited and
none. These assignments reflect the mechanisms through which the
state provides oversight, and the state's track record of
successfully aiding local governments to avoid or recover from
financial distress.

Moody's scores each state on its support for school districts and
also its support for non-school local governments. Almost three
times as many states provide strong oversight of school districts
as they do other local governments, Moody's survey finds. Moody's
notes that education is a "core function" of a state and receives
a larger share of a state's support, which explains the higher
levels of oversight.


* Moody's Notes Continued Growth of Ambulatory Surgery Centers
--------------------------------------------------------------
Same-store volume growth at ambulatory surgery centers will
continue to grow, while hospital inpatient surgery procedures have
contracted, Moody's Investors Service says in a new report,
"Ambulatory Surgery Centers Buck Trend With Growing Usage Rates."
When health insurers began looking for ways to reduce the rising
cost of hospital treatments, they found one in the centers.

"Ambulatory service centers provide care without the high-cost
infrastructures associated with hospitals," says Vice President --
Senior Analyst, Ron Neysmith. "More procedures can be done safely
on an outpatient basis and outpatient facilities are reimbursed on
average 57% of the hospital rate for similar procedures, so
insurance payors, including Medicare, have increasingly been
directing patients to lower-cost settings."

Ambulatory service centers' same-store revenues have been growing
in the low- to mid-single digits since 2007, Neysmith says, while
hospitals have seen same-facility inpatient surgery cases decline
0.22% annually since then. Patient utilization trends for the
healthcare industry have fallen since the recession due to higher
unemployment, reduced workers' insurance coverage and increasing
co-payment fees. Elective surgeries have also decreased as
patients delay treatments they believe are not critical.

"In a highly fragmented market, the larger players with economies
of scale and joint-ventures with physician groups and hospitals
will benefit from patient referrals," Neysmith notes. Among
companies, Moody's believes AmSurg Corp., Symbion, Surgical Care
Affiliates, Surgery Partners and United Surgical Partners
International are well positioned to benefit from the shift to
outpatient facilities, thanks in part to their minority ownership
by referring physicians, who experience greater efficiencies in
such settings.

The ambulatory service centers that will perform the best are
those that concentrate on procedures that earn higher revenues per
treatment, such as orthopedic and pain management treatments.
Among companies, Surgery Partners and United Surgical Partners
International are well positioned in those areas, from which they
each earn about 50% of their revenues.

Among factors that could temper the growth of ambulatory service
centers are pressures on reimbursement rates, a shift to a bundled
payment rate system and increasing acquisitions of the centers by
hospitals, Moody's says. But overall, the centers are well
positioned to benefit from and cater to longer-term demographic
trends, including the aging population.


* Larry Summers Withdraws Name from Fed Consideration
-----------------------------------------------------
David Wessel, writing for The Wall Street Journal, reported that
Lawrence Summers pulled out of the contest to succeed Ben Bernanke
as chairman of the Federal Reserve after weeks of public
excoriation, forcing President Barack Obama to move further down
the list of contenders to head the central bank.

According to the report, one leading candidate is Janet Yellen,
the Fed's current vice chairwoman, who has garnered substantial
support among Democrats in Congress and among economists. But the
public lobbying on her behalf appears to have annoyed the
president, say administration insiders, and may lead him to look
elsewhere.

Mr. Obama has said he interviewed Donald Kohn, a former Fed vice
chairman who is now a senior fellow at the Brookings Institution.
Administration insiders say Timothy Geithner, the former Treasury
secretary, also is a possibility, though a person close to him
reaffirmed on Sept. 15 that he doesn't want the job, the report
related.  Dark-horse candidates include Stanley Fischer, an
American citizen who recently stepped down as governor of the Bank
of Israel, and Roger Ferguson, another former Fed vice chairman
and now chief executive of TIAA-CREF, the nonprofit pension
company.

Mr. Summers, a former Treasury secretary who has been one of the
president's top advisers, withdrew in a phone call with Mr. Obama
on the morning of Sept. 15, the report said.  In a subsequent
letter to Mr. Obama, he wrote: "I have reluctantly concluded that
any possible confirmation process for me would be acrimonious and
would not serve the interest of the Federal Reserve, the
Administration or, ultimately, the interests of the nation's
ongoing economic recovery."

Mr. Obama said in a statement dated Sept. 15 that he accepted Mr.
Summers's decision and described him as "a critical member of my
team as we faced down the worst economic crisis since the Great
Depression, and it was in no small part because of his expertise,
wisdom, and leadership that we wrestled the economy back to
growth," the report further related.


* Merrill Lynch Must Face Mortgage Lawsuit, Judge Says
------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that Bank of
America Corp.'s Merrill Lynch unit must face a lawsuit filed by
two trusts that hold and administer mortgages on behalf of
investors who own more than $1 billion worth of securities
collateralized by the loans.

According to the report, the trusts sued Merrill Lynch Mortgage
Lending Inc. in New York State Supreme Court in Manhattan in
December, seeking to force it to repurchase loans that allegedly
didn't conform to representations and warranties about their
quality and characteristics.

Merrill in 2006 bought more than 6,000 mortgages with an original
principal balance of more than $1.1 billion from a third-party
loan originator, ResMAE Mortgage Corp., and turned them into
tradeable securities that were sold to investors, according to the
complaint, the report said.

ResMAE filed for bankruptcy in February 2007 and the trusts
pursued claims against ResMAE in bankruptcy through LaSalle Bank,
demanding that it buy back loans on which borrowers had missed
their first or second payments or provide other compensation,
according to the complaint, the report added.  LaSalle in July
2008 settled those claims on behalf of five Merrill-sponsored
trusts, including the two plaintiffs in the suit.

The case is Merrill Lynch Mortgage Investors Trust, Series 2006-
RM4 v. Merrill Lynch Mortgage Lending Inc., 654403/2012, New York
State Supreme Court, New York County (Manhattan).


* Missouri's Receivership Law Due for Reform
----------------------------------------------
David A. Warfield, of Thompson Coburn LLP, in an article posted at
LEXOLOGY.COM says that receiverships are increasingly popular as
an alternative to corporate bankruptcies.

Mr. Warfield said in the past few years, more and more financially
distressed businesses have been liquidated or sold by a state
court appointed receiver instead of a federal bankruptcy trustee.

Mr. Warfield said Missouri receivership law, however, is largely
unchanged from the 19th Century and is simply inadequate in
several respects to address all the issues raised by the
liquidation of a modern business.  Mr. Warfield said a few states
around the country have recently updated their own receivership
laws, and Missouri should follow suit, the report notes.  The
Missouri Bar Commercial Law Committee recently formed a Task Force
to look into Missouri's receivership laws.

Mr. Warfield said Missouri, like almost every other state, has
detailed statutes governing receiverships in a number of highly
regulated industries, like nursing homes, financial institutions,
municipal utilities, or insurance companies.

Mr. Warfield said outside of specific regulated industries,
however, Missouri receivership law is bare-boned at best.  In
fact, the entire Missouri statute on general receiverships
consists of 155 words (RSMo ? 515.240-260), Mr. Warfield said, the
report notes.  The Rule of Civil Procedure governing receiverships
essentially repeats the statute.

Mr. Warfield said the standard for the appointment of a receiver
in the statute and the rules offers no real guidance: a court
"shall have power to appoint a receiver, whenever such appointment
shall be deemed necessary" (emphasis added).  The statutory duties
of the receiver are also vague: to "keep and preserve any money or
other thing deposited in court" and "to keep and preserve all
property and protect any business or business interests entrusted
to him."

Missouri case law on receiverships is similarly sparse and
sometimes confusing.

Some cases seem to adopt a higher standard for appointment than
the statute, such as dictating that receivers should be appointed
only if such appointment will prevent "manifest wrong, imminently
impending," Mr. Warfield said.

According to Mr. Warfield, this illustrates the need for a
comprehensive reform of Missouri general receivership law that
will give it the flexibility to respond to the many challenges of
selling or liquidating a distressed business.


* SEC Settlement over Money Fund that "Broke the Buck" Breaks Down
------------------------------------------------------------------
Nate Raymond and Jonathan Stempel, writing for Reuters, reported
that the U.S. Securities and Exchange Commission has backed out of
a settlement with the managers of a large money market fund that
"broke the buck" during the 2008 financial crisis, according to
court papers made public on Sept. 13.

According to the report, lawyers for defendants including Reserve
Management Co said in a court filing they reached a settlement in
principle with the regulator at the end of August, only to learn
on Sept. 5 that the SEC subsequently rejected it.

The breakdown could derail a separate accord in which the founder
of the fund, Bruce Bent Sr., and others agreed to settle a class-
action lawsuit by the fund's investors, the report related.

The case stems from events on Sept. 16, 2008, when the net asset
value of the $62 billion Reserve Primary Fund fell below the
$1 per share it was designed to maintain, the report said.

Reserve Primary had held $785 million of debt from Lehman Brothers
Holdings Inc, which went bankrupt the day before, and worries
about the Lehman stake had spurred a flood of redemption requests
that the fund could not meet, the report added.

The cases are SEC v. Reserve Management Co, U.S. District Court,
Southern District of New York, No. 09-04346; and In re: The
Reserve Primary Fund Securities & Derivative Class Action
Litigation in the same court, No. 08-08060.


* Two Bank Failures Bring Year's Total to 22
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two banks were taken over by regulators on Sept. 13,
bringing the year's total bank failures to 22.  The 51-branch
First National Bank of Edinburg, Texas failed, bringing the
Federal Deposit Insurance Corp. a $637.5million loss on deposits
of $3.3 billion.

According to the report it was the largest bank to fail in more
than three years, according to American Banker.  The branches and
deposits were transferred to Plains Capital Bank of Dallas.  The
Community's Bank of Bridgeport, Connecticut failed.  The FDIC was
unable to find another bank to take over the deposits and will
therefore send checks to customers.  Some customers had deposits
of more than $250,000 and therefore may incur a loss.  The bank
had $25.7 million in deposits.

The report discloses that the failure is estimated to cost the
FDIC $7.8 million.  No bank in Connecticut had failed in more than
11 years.  In 2012, there were 51 bank failures, compared with 92
in 2011 and 157 in 2010.  Bank failures in 2010 were the most
since 1992 when 179 institutions were taken over by regulators.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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
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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
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herein is obtained from sources believed to be reliable, but is
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***