TCR_Public/130919.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 19, 2013, Vol. 17, No. 260


                            Headlines

1250 OCEANSIDE: Files First Amended Disclosure Statement
ACCESS LIMOUSINE: Case Summary & 20 Largest Unsecured Creditors
AFFIRMATIVE INSURANCE: Appoints McClure as CEO and Fonville as CFO
AGFEED INDUSTRIES: Equity Committee Taps Gavin/Solmonese
AGFEED INDUSTRIES: Creditors' Panel Hires Lowenstein as Counsel

AGFEED INDUSTRIES: Creditors' Committee Taps Greenberg as Counsel
AGFEED INDUSTRIES: Creditors' Committee Retains CohnReznick
AGFEED INDUSTRIES: U.S. Trustee Seeks Probe of Chinese Farm Assets
AIR CANADA: S&P Rates $400-Mil. First Lien Sr. Secured Notes 'B+'
AMERICAN AIRLINES: 2nd Circuit Rules Against Make-Whole Payments

AMERICAN AIRLINES: Judge Denies $20-Mil. Severance Pay to CEO
AMERICAN AIRLINES: Fee Payment to Committee Members Approved
AMERICAN AIRLINES: Timetable to Resolve Allegheny Claims Okayed
AMERICAN AIRLINES: AE AFA Says Merger May Not Be Good for All
AMERICAN AXLE: Amends Credit Agreement With JPMorgan

ANCESTRY.COM INC: Moody's Hikes Senior Debt Rating to 'Ba2'
ANGLO IRISH: Former Bank Customers Blast Chapter 15 Bid
APOLLO MEDICAL: Incurs $1.5 Million Net Loss in July 31 Quarter
ARCAPITA BANK: Emerges from Chapter 11 Reorganization
ARMORWORKS ENTERPRISES: May Employ Arnold & Porter as OCP

ASPEN GROUP: Incurs $1.1 Million Net Loss in July 31 Quarter
ATARI INC: Has Until Dec. 31 to Decide on Headquarters Lease
ATLS ACQUISITION: LMS Has Until Nov. 13 to Decide on Leases
AUXILIUM PHARMACEUTICALS: Moody's Says Loan Increase Credit Neg.
AVID TECHNOLOGY: NASDAQ Grants Request to Stay Stock Delisting

BEAZER HOMES: Plans to Offer $200 Million Senior Notes
BEAZER HOMES: Fitch Rates New $200-Mil. Sr. Unsecured Notes 'CCC+'
BI-LO LLC: Moody's Ratings Unchanged Over Loan Upsizing
BIONEUTRAL GROUP: Incurs $1.1-Mil. Net Loss in July 31 Quarter
BRAND ENERGY: Clayton Acquisition No Impact on Moody's Ratings

BROADWAY FINANCIAL: Regains Compliance with Nasdaq Bid Price Rule
CENTRAL COVENTRY: Fire District Going Broke, Official Says
CITIZEN REPUBLIC: Fitch Hikes ST Issuer Default Rating From 'B'
COLONIAL BANCGROUP: Spars with FDIC over Meaning of Recent Rulings
COMARCO INC: Incurs $794,000 Loss in July 31 Quarter

COPYTELE INC: Reports $2.6 Million Net Loss in July 31 Quarter
CORNERSTONE HOMES: LeClairRyan Approved as Committee Counsel
CORNERSTONE HOMES: Sec. 341 Creditors Meeting Adjourned to Oct. 17
CRAVEN PROPERTIES: Hearing on Dismiss Motion Continued to Sept. 18
DATARAM CORP: Incurs $882K Net Loss in July 31 Quarter

DELTA AIR: Fitch Affirms 'B+' Revenue Bonds Ratings
DEWEY & LEBOEUF: Trustee Seeks $1.2MM in Latest Batch of Lawsuits
DISPENSING DYNAMICS: S&P Revises Outlook & Affirms 'B-' CCR
EAGLE'S VIEW: Case Summary & 20 Largest Unsecured Creditors
EAST COAST: Court Denies MLIC Motion to Terminate Exclusivity

EAST COAST: Shumaker Loop Employment as Special Counsel Denied
EASTMAN KODAK: Patent Deal With OLED Co. Gets Court Approval
ECOTALITY INC: Files Voluntary Chapter 11 Bankruptcy Petition
ECOTALITY INC: Case Summary and 30 Largest Unsecured Creditors
EDISON MISSION: Can Keep Co-Gen Plants With Chevron

ELECTRIC MOBILE: Case Summary & 4 Unsecured Creditors
EMERALD EXPOSITIONS: S&P Assigns 'B+' Corp. Credit Rating
EMPIRE TODAY: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
EXCEL MARITIME: Plan Might Fail at Confirmation, Judge Warns
EXCEL MARITIME: Section 341(a) Meeting Adjourned to Oct. 1

EXCEL MARITIME: Committee Motion to Terminate Exclusivity Denied
EXCEL MARITIME: Can Retain Jefferies as Investment Banker
EXIDE TECHNOLOGIES: Panel Taps Ashurst for "Lien Review/Analysis"
EXIDE TECHNOLOGIES: Creditors Have Until Oct. 31 to File Claims
FRIENDFINDER NETWORKS: Files Voluntary Ch. 11 Bankruptcy Petitions

FRIENDFINDER NETWORKS: Second-Lien Holders to Be New Owners
FRIENDFINDER NETWORKS: Case Summary & 30 Top Unsecured Creditors
FRIENDFINDER NETWORKS: Obtains Approval of Key Court Motions
GMX RESOURCES: Merrill Lynch Still on The Hook for Class Action
HARLAN LABORATORIES: S&P Lowers Corporate Credit Rating to 'CCC'

HEALTHSOUTH CORP: Moody's Affirms Ba3 Corp. Family Rating
HEALTHWAREHOUSE.COM INC: Scott M. Johnson Holds 8.7% Equity Stake
HELIOS USA: In Receivership, Cuts 24 Jobs
HERCULES OFFSHORE: Files Fleet Status Report as of September 15
HERCULES OFFSHORE: Moody's Rates New $300MM Sr. Unsec. Notes 'B3'

HERCULES OFFSHORE: S&P Assigns 'B' Rating to $300MM Sr. Notes
HILTON WORLDWIDE: Moody's Assigns 'B1' CFR; Outlook Stable
HILTON WORLDWIDE: S&P Assigns 'BB-' Corp. Credit Rating
HOVNANIAN ENTERPRISES: Unit Completes Offering of $41.5MM Notes
iGPS COMPANY: Court Approves Name Change to "Pallet Company LLC"

INFORMATION RESOURCES: S&P Assigns 'B+' Rating to $617.5MM Loan
INNKEEPERS USA: Chatham Announces Key Joint Venture Transactions
INOVA TECHNOLOGY: Incurs $1.1 Million Net Loss in Fiscal Q1
INSPIREMD INC: Amends Report on Option Grant to Campbell Rogers
INTELLICELL BIOSCIENCES: Incurs $4.1 Million Net Loss in 2012

J&J OILFIELD: Case Summary & 20 Largest Unsecured Creditors
JAMES RIVER: Laid Off 525 Employees Over Weak Coal Markets
JARDEN CORP: S&P Raises Corp. Credit Rating to BB; Outlook Stable
JOSEPH M. H. LLC: Case Summary & 20 Largest Unsecured Creditors
JOURNAL REGISTER: Wants Request for Case Dismissal Denied

KERR FOREST: Updated Case Summary & Creditors' Lists
LANDAUER HEALTHCARE: Carl Marks' Claster & Flynn Approved as CROs
LANDAUER HEALTHCARE: Epiq Approved as Administrative Advisor
LANDAUER HEALTHCARE: K&L Gates Okayed as Lead Bankruptcy Counsel
LANDAUER HEALTHCARE: May Hire Young Conaway as Counsel

LEHMAN BROTHERS: Freddie Mac's $1.2 Billion Claim Not Priority
LEHMAN BROTHERS: Wants No "Priority" Status on Freddie Mac Claim
LONE PINE: Interest Payment Default Cues Moody's to Cut CFR to Ca
LSP MADISON: Moody's Affirms 'Ba2' Rating; Outlook Stable
M. BHIKHA: Case Summary & 5 Largest Unsecured Creditors

MERCANTILE BANCORP: Urges Approval for $23-Mil. Sale
MONTREAL MAINE: U.S. Federal Railroad Admin. to Pay Legal Fees
MULLIGAN MINT: Case Summary & 20 Largest Unsecured Creditors
MPG OFFICE: BPO Extends Tender Offer Until Sept. 23
MSD PERFORMANCE: Hires Richards Layton as Local Delaware Counsel

MSD PERFORMANCE: Taps SSG Advisors as Investment Banker
MSD PERFORMANCE: Seeks to Hire Troutman Sanders as Special Counsel
MSD PERFORMANCE: Employs Logan & Co. as Administrative Advisor
NASSAU TOWER: Stipulation Okayed on Cash Collateral Use
NEXSTAR BROADCASTING: 1st Lien Term Loan Gets Moody's Ba3 Rating

NEW MILLENNIUM: Voluntary Chapter 11 Case Summary
NEXSTAR BROADCASTING: S&P Affirms 'B+' CCR; Outlook Stable
NITRO PETROLEUM: Incurs $18K Net Loss in July 31 Quarter
NOCE REALTY: Case Summary & 4 Unsecured Creditors
NORTHERN BEEF: Committee Can Hire Robbins Salomon as Lead Counsel

NORTHERN BEEF: Has Interim OK to Incur $512,000 From White Oak
OCEANIC INN: Case Summary & 20 Largest Unsecured Creditors
OHANA GROUP: Wants Exclusivity Period Extended Until Dec. 2
ORECK CORP: Customers Seek to Lift Ch. 11 Stay for False Ad Suit
PATRIOT COAL: Peabody Appeals Retiree Benefit Ruling

PEM SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
POINT CENTER: Ch. 11 Trustee Can Employ GTFAS as His Accountant
PRIUM SPOKANE: Estate Fully Administered, Bankruptcy Case Closed
PROGRESSIVE CASUALTY: Suffers Setback in $11.5MM D&O Fight
RAM OF EASTERN: Plan Confirmation Hearing Continued Until Nov. 21

RESIDENTIAL CAPITAL: Payment of Rust Consulting's Fees Okayed
RESIDENTIAL CAPITAL: FGIC Settlement Approved
RESIDENTIAL CAPITAL: Several Parties to Join Plan Discovery
RESIDENTIAL CAPITAL: PNC Bank Claim Disallowed
REVEL AC: Accused of Offering Bogus Refunds

REVSTONE INDUSTRIES: Creditor Loses Bid to Convert Cases to Ch. 7
RICCO INC: Hiring Joe R. Pyle as Auctioneer to Assist in Sale
ROGAN RR: Case Summary & 2 Unsecured Creditors
RURAL METRO: November 6 Settlement Fairness Hearing Set
RURAL/METRO CORP: Chapter 11 Plan Filed

SALLY HOLDINGS: Good Performance Cues Moody's to Lift CFR to Ba2
SAVE MOST: Seeks Immediate Dismissal of Chapter 11 Case
SAVE MOST: Exclusive Solicitation Period Extended Until Dec. 12
SCOOTER STORE: Closing, Loses Medicare Reimbursement
SOUTHERN MONTANA: Chapter 11 Trustee Files Second Amended Plan

SPINDLE INC: Incurs $862K Net Loss in Second Quarter
SPIRIT REALTY: S&P Retains 'B' Corp. Credit Rating on CreditWatch
SPRINGLEAF FINANCE: Fitch to Rate $150MM Unsecured Notes at 'B-'
ST. GEORGES CRESCENT: Voluntary Chapter 11 Case Summary
STANFORD GROUP: Proskauer Asks If Receiver Attys Shared Info

TRANS ENERGY: Presented at Euro Pacific and Rodman Conferences
UNI-PIXEL INC: Kevin Douglas No Longer a Shareholder at Sept. 10
UNIVERSAL COMPUTER: S&P Raises CCR to 'B+'; Outlook Stable
VERMILLION INC: Appoints Dr. Eric Varma to Board of Directors
VIGGLE INC: R. Sillerman Held 74.6% Equity Stake at Sept. 6

VORNADO REALTY: Fitch Views Resignations as Credit Positive
VPR CORP: U.S. Trustee Seeks More Information on Asset Sales
WCP WIRELESS: Fitch Affirms 'BB-' Rating on $50MM Class C Notes
WORLD IMPORTS: Can Access Banks' Cash Collateral Until Oct. 11
WPCS INTERNATIONAL: Incurs $5.9 Million Net Loss in Fiscal Q1

* 3rd Circ. Nixes Atty Sanctions In Bankrupt Client Fee Row
* Falcone's SEC Securities Ban Settlement Gets Approval
* Law Firm Should Pay $36M For Malpractice, Jury Told

* National Credit Default Rates Down in August 2013
* Shifting Grocery Business to Benefit Secured Lenders, PE Firms

* Eight Lawyers Join Sidley Austin's Litigation Team as Partners
* Roe Taroff's Steven Taitz Named to 2013 Super Lawyers List

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1250 OCEANSIDE: Files First Amended Disclosure Statement
--------------------------------------------------------
Debtors 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC; and Creditor Sun Kona Finance I, LLC, filed with the
U.S. Bankruptcy Court for the District of Hawaii on Sept. 9, 2013,
a First Amended Disclosure Statement for the Debtors' and SKFI's
Joint Plan of Reorganization dated Aug. 15, 2013.  The SKFI liens
encumber substantially all of each of the Debtors' assets.

According to the First Amended Disclosure Statement, the
additional capital necessary to emerge from Chapter 11 will be
provided by the exit loan from SKFI which will provide the Debtors
with a line of credit of up to $65,000,000.  Based on the Debtors'
projections, the exit loan will allow the Debtor to pay its
outstanding administrative claims and cure claims upon emergence,
pay all other restructured debts as they become due, and will
provide adequate working capital for the Debtors going forward.

Class 3 (Allowed Red Hill Secured Claim), and each holder of an
Allowed Equity Interest in Classes 13, 14, and 15 is deemed to
reject the Plan as these Classes will receive no distribution
under the Plan.

The Allowed SKFI Secured Claim in Class 2 will be reduced to
$40,000,000 and will be paid in full on or before Dec. 31, 2033,
with interest at the published Applicable Federal Rate in effect
on the Effective Date.  The balance of the SKFI Claim in excess of
$40,000,000 (approximately $587,166,000) will be released in full
and will not participate in the unsecured creditors fund.

Holders of allowed claims in Class 9 (Oceanside General Unsecured
Claims, Class 10 (Front Nine General Unsecured Claims), and
Class 11 (Pacific Star General Unsecured Claims) will each receive
a Pro Rata Distribution form the Unsecured Creditors Fund.
Holders of Allowed Claims in Class 9, 10 and 11 are entitled to
vote to accept or reject the Plan.

According to papers filed with the Court, the Plan Proponents do
have control over the developer and financing.  "Although the
overall project is a partnership between entities owned by William
A. Pope and Samuel Robson (Rob) Walton, the development team for
the project will be provided by Mr. Pope and his company, SunChase
Holdings, Inc."

SunChase is a privately held investment company focused on
investment, development, and sale of residential and commercial
real estate, including large scale master planned communities.
Mr. Walton is currently Chairman of Walmart, worldwide.

The Proponents believe that SKFI and its principals have the
capacity to provide the funding necessary to complete the Plan and
the overall development of Hokuli'a successfully.

A copy of the Plan Proponents' First Amended Disclosure Statement
is available at http://bankrupt.com/misc/1250oceanside.doc384.pdf

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent Creditor Sun Kona Finance I, LLC, as counsel.


ACCESS LIMOUSINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Access Limousine Service, Inc
        48101-A St. Barnabas Road
        Temple Hills, MD 20748

Bankruptcy Case No.: 13-25615

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Diana L. Klein, Esq.
                  KLEIN & ASSOCIATES, LLC
                  2450 Riva Road
                  Annapolis, MD 21401
                  Tel: (443) 569-4574
                  Fax: (410) 573-1615
                  E-mail: klein-tp@hotmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/mdb13-25615.pdf

The petition was signed by Keyvan Schokraie, president.


AFFIRMATIVE INSURANCE: Appoints McClure as CEO and Fonville as CFO
------------------------------------------------------------------
Affirmative Insurance Holdings, Inc.'s Board of Directors voted to
appoint its current acting chief executive officer, Michael J.
McClure, age 53, to the position of chief executive officer.
Mr. McClure's appointment to the position of CEO will be effective
Oct. 1, 2013.

Mr. McClure joined the Company in May 2007 as senior vice
president of financial planning and analysis.  In November 2007,
Mr. McClure was promoted to Company's executive vice president and
chief financial officer.  In April 2013, Mr. McClure was appointed
the Company's acting CEO to facilitate the transition of duties
from the Company's current CEO, Gary Y. Kusumi.  Prior to joining
the Company, Mr. McClure was interim chief accounting officer and
a managing director of Residential Capital Corporation from 2004
to May 2007.  Mr. McClure is a Certified Public Accountant and
holds an MBA in finance and business economics from the University
of Chicago and a BBA in accounting from the University of Notre
Dame.

The Company's Board of Directors also voted to increase Mr.
McClure's base salary to $650,000 per year, effective Oct. 1,
2013.  The remaining terms and conditions of Mr. McClure's
employment continue to be subject to his Second Amended and
Restated Executive Employment Agreement, dated Jan. 7, 2011, and
effective Dec. 1, 2010.

On Sept. 10, 2013, the Company's Board of Directors elected Mr.
McClure to the Company's Board of Directors, effective Sept. 10,
2013.  Mr. McClure will serve on the executive committee of the
Company's Board of Directors.

                      Chief Financial Officer

On Sept. 10, 2013, the Company's Board of Directors appointed Earl
R. Fonville, age 49, to the position of chief financial officer.
Mr. Fonville's appointment is effective immediately.  Mr. Fonville
joined the Company in August 2007 as vice president and corporate
controller.  In November 2008, Mr. Fonville was appointed the
Company's chief accounting officer.  Prior to joining the
Company, Mr. Fonville was corporate controller for Glencoe U.S.
Holdings, Inc., from November 2004 to July 2007.  From May 2002 to
October 2004, Mr. Fonville was Corporate Controller for
Meadowbrook Insurance Group, Inc.  Mr. Fonville holds an MS and a
BBA in accounting from Harding University and is a Certified
Public Accountant.

The Company's Board of Directors also voted to increase Mr.
Fonville's base salary to $300,000 per year, effective
immediately.  In his capacity as chief financial officer, Mr.
Fonville will remain as the Company's principal accounting
officer.

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

For the six months ended June 30, 2013, the Company reported a net
loss of $4.76 million on $136.59 million of total revenues, as
compared with a net loss of $14.17 million on $103.21 million of
total revenues for the same period during the prior year.  The
Company's balance sheet at March 31, 2013, showed $392.86 million
in total assets, $532.41 million in total liabilities and a
$139.55 million total stockholders' deficit.


AGFEED INDUSTRIES: Equity Committee Taps Gavin/Solmonese
--------------------------------------------------------
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
Gavin/Solmonese LLC as financial advisor.

The current hourly rates of the primary members of the firm are as
follows:

   Edward T. Gavin, CTP                $600
   Wayne P. Weitz                      $475
   Ross B. Waetzman                    $375

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

Mr. Gavin, a managing director and founding partner of
Gavin/Solmonese LLC, 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.


AGFEED INDUSTRIES: Creditors' Panel Hires Lowenstein as Counsel
---------------------------------------------------------------
Jugde Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors in the bankruptcy cases of AgFeed Industries,
Inc. et al., to retain Lowenstein Sandler as counsel.

The firm's rates are:

     Professional                         Rates
     ------------                         -----
     Partners                           $500-$985
     Senior Counsel and Counsel         $385-$685
     Associates                         $275-$480
     Paralegal and Assistants           $160-$270

                     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: Creditors' Committee Taps Greenberg as Counsel
-----------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases of AgFeed
USA, LLC and its affiliated debtors, to retain Greenberg Traurig,
LLP as co-counsel to the Committee, nunc pro tunc to July 23,
2013.

The principal attorneys and paralegals proposed to represent the
Committee will be paid based on these hourly rates:

  Professional            Rate
  ------------            ----
  Paul T. Fox             $780
  Matthew T. Gensburg      850
  Nancy A. Peterman        850
  Sandra G. M. Selzer      585
  Elizabeth Thomas         260
  Carla Greenberg          150

Other attorneys and paralegals will render service to the
Committee as needed and will be paid based on these hourly rates:

  Professional            Rate
  ------------            ----
  Shareholders            $335 to $1,145
  Of Counsel              $325 to $1,050
  Associates              $300 to $725
  Paralegals              $95 to $335

                     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: Creditors' Committee Retains CohnReznick
-----------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases of AgFeed
USA, LLC, et al., to retain CohnReznick LLP as its financial
advisor, nunc pro tunc to July 25, 2013.

The firm will be paid the following hourly rates:

   Partners/Senior Partner                   $585 to $800
   Managers/Senior Managers/Directors        $435 to $620
   Other Professional Staff                  $275 to $410
   Paraprofessionals                            $185

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

                     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 Seeks Probe of Chinese Farm Assets
------------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a bankruptcy-
court watchdog wants to investigate where AgFeed Industries Inc.'s
$70 million hog farm investment in China went, stating that
shareholders deserve the full story behind what a former executive
detailed as widespread mismanagement of the company's overseas
business.

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.


AIR CANADA: S&P Rates $400-Mil. First Lien Sr. Secured Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating and a '1' recovery rating to Air Canada's
proposed US$400 million first-lien senior secured notes due 2019.
A '1' recovery rating indicates that lenders could expect very
high (90%-100%) recovery in the event of default.

S&P understands that net proceeds from the proposed notes,
combined with the concurrent offerings of the proposed
C$300 million senior secured notes due 2019, US$300 million senior
second-lien notes due 2020, and US$300 million first-lien term
loan B due 2019, will be used to repay Air Canada's existing
9.250% senior secured notes due 2015, 10.125% senior secured notes
due 2015, and 12.000% senior second-lien notes due 2016, as well
as to add cash to the company's balance sheet.  S&P expects to
withdraw the ratings on the existing secured notes on their
repayment.  While the proposed notes and proposed term loan will
likely increase Air Canada's debt, this is offset by the increased
liquidity and extended maturity profile the company will gain as
well as lower interest costs and, as a result, S&P do not believe
it materially alters Air Canada's financial risk profile.

"The ratings and outlook on Air Canada reflect what we view as the
company's highly leveraged capital structure; weak cash flow
protection measures; participation in the high-risk airline
industry; and modest, albeit volatile, cash flow to cover
relatively high fixed costs," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "Mitigating these weaknesses, in our
opinion, are the company's strong market position in Canada as the
largest provider of commercial airline services; broad route
network, providing some ability to offset domestic weakness; and
good brand recognition," Ms. Koutsoukis added.

RATINGS LIST

Air Canada
Corporate credit rating                             B-/Stable/--

Ratings Assigned
Proposed US$400 million sr secured notes due 2019   B+
Recovery rating                                    1


AMERICAN AIRLINES: 2nd Circuit Rules Against Make-Whole Payments
----------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit affirmed a
bankruptcy judge's ruling that allowed American Airlines Inc.'s
parent AMR Corp. to repay more than $1.3 billion in debt without
paying a so-called make-whole premium.

In a 52-page ruling dated Sept. 12, 2013, a three-judge panel in
the Second Circuit composed of Judge Debra Ann Livingston, Judge
Gerard E. Lynch, and Judge Raymond J. Lohier, Jr., said it agrees
with Judge Sean Lane of the U.S. Bankruptcy Court for the
Southern District of New York that there is no make-whole owing
when there is a default resulting from bankruptcy.

"We agree with the bankruptcy court that American's voluntary
petition for bankruptcy was an event of default under section
4.01(g) of the indentures," the Second Circuit said, referring to
the contracts made between the carrier and U.S. Bank N.A. in
connection with the financing of its aircraft.

"In this circumstance where a section 4.01(g) event of default
has occurred resulting in the automatic acceleration of the debt,
the indentures provide that no make-whole amount is due," the
Second Circuit said.

A make-whole is designed to compensate the lender for interest
and other payments lost if borrowers pay off their debt earlier
than expected.

The Second Circuit also said that as of the filing of their
bankruptcy petition, AMR and its regional carrier had the
contractual right under the indentures to repay their accelerated
debt without the make-whole.

"Any attempt by U.S. Bank to rescind acceleration now after the
automatic stay has taken effect is an effort to affect American's
contract rights, and thus the property of the estate," the Second
Circuit added.

According to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, the Second Circuit's ruling sheds light on
Section 1110(a) of the Bankruptcy Code, giving special
protections to aircraft owners or lenders with mortgages on
aircraft.  The opinion, Mr. Rochelle said, was important for AMR
because it allows the company to refinance debt at lower interest
rates.  When the controversy began in 2012, AMR said refinancing
without the make-whole would save $200 million, Mr. Rochelle
recalled.

U.S. Bank, which represents holders of $1.3 billion in debt, had
argued that it can rescind the acceleration of the debt, obliging
the companies to pay the make-whole.  The bank also said that
Judge Lane erred in concluding that the rescission is barred by
the automatic stay, an injunction that halts actions by creditors
against a company in bankruptcy protection.

Meanwhile, the bondholders, in asserting their position, had
argued that the parent of American Airlines is required by
Section 1110 of the Bankruptcy Code to perform "all obligations"
under the loan documents as a condition to retaining the
aircraft.  They interpret those words to mean the airline must
abide by provisions requiring payment of the make-whole premium.

Mr. Rochelle said the Sept. 12 ruling means bondholders who
didn't tender will receive par, not the premium AMR was offering
in the tender offer.

A full-text copy of the Second Circuit's Decision, penned by
Judge Livingston, can be accessed for free at http://is.gd/rkfVy8

Michael G. Burke, Esq., at Sidley Austin LLP, in New York,
(Nicholas K. Lagemann, Esq., Erica S. Malin, Esq., and Andrew P.
Propps, Esq., at Sidley Austin LLP, in New York; Ira H. Goldman,
Esq., and Kathleen M. LaManna, Esq., at Shipman & Goodwin LLP, in
Hartford, Connecticut, on the brief) for Appellant U.S. Bank
Trust National Association, as Trustee and Security Agent under
the Indenture and Aircraft Security Agreement for American
Airlines 2009-2 Senior Secured Notes due 2016.

Franklin H. Top, III, Esq., at Chapman and Cutler LLP, in
Chicago, Illinois (Craig M. Price, Esq., and Laura E. Appleby,
Esq., at Chapman and Cutler LLP, in New York; Ira H. Goldman,
Esq., and Kathleen M. LaManna, Esq., at Shipman & Goodwin LLP, in
Hartford, Connecticut, on the brief) for Appellant U.S. Bank
Trust National Association, as Loan Trustee and Pass Through
Trustee under those certain Indenture and Security Agreements
with respect to the AMR 2009-1 EETC and AMR 2011-2 EETC
Transactions.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York
(Erica S. Weisgerber, Esq., at Debevoise & Plimpton LLP, in New
York; Stephen Karotkin, Esq., and Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges LLP, in New York, on the brief) for
Appellees.

                      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: Judge Denies $20-Mil. Severance Pay to CEO
-------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York denied the proposed $19.9 million severance
payment to AMR Corp.'s chief executive officer, saying it "is not
permissible."

In a Sept. 13 written opinion, Judge Lane said the severance
package to AMR CEO Tom Horton is the type of compensation
implicated by Section 503(c) of the Bankruptcy Code, which limits
executive compensation.

AMR had argued that the severance package is not subject to the
requirements of Section 503 since it will be paid post-emergence
by non-estate assets.  But the payment, Judge Lane said, is "a
condition precedent to the plan going effective" and, therefore,
must be paid in order for the company to exit bankruptcy.

The bankruptcy judge also took into consideration the sacrifices
made by AMR employees when he denied the $19.9 million severance
payment to Mr. Horton.  "These sacrifices should be considered in
evaluating the reasonableness of this proposed payment," he said
in his 16-page opinion.

A full-text copy of Judge Lane's Opinion can be accessed for free
at http://is.gd/agSoPa

Appearances were made by:

   * Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Alfredo
     R. Perez, Esq., at WEIL, GOTSHAL & MANGES LLP, Counsel for
     the Debtors

   * Susan Golden, Esq., Brian S. Masumoto, Esq., and Michael T.
     Driscoll, Esq., for TRACY HOPE DAVIS, UNITED STATES TRUSTEE

   * Jay M. Goffman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM
     LLP, in New York, and John Wm. Butler, Jr., Esq., Albert L.
     Hogan III, Esq., John K. Lyons, Esq., and Felicia Gerber
     Perlman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in
     Chicago, Illinois, Counsel for the Official Committee of
     Unsecured Creditors

   * Gerard Uzzi, Esq., and Eric K. Stodola, Esq., at MILBANK,
     TWEED, HADLEY & MCCLOY LLP, Counsel for the Ad Hoc Committee
     of AMR Corporation Creditors

   * D.J. (Jan) Baker, Esq., at LATHAM & WATKINS LLP, Counsel for
     US Airways

   * Filiberto Agusti, Esq., and Joshua R. Taylor, Esq., at
     STEPTOE & JOHNSON LLP, Counsel for the Allied Pilots
     Association

   * Edgar N. James, Esq., Kathy Krieger, Esq., David P. Dean,
     Esq., Darin M. Dalmat, Esq., and Daniel M. Rosenthal, Esq.,
     at JAMES & HOFFMAN, P.C., Counsel for the Allied Pilots
     Association

   * James P. Wehner, Esq., Kevin C. Maclay, Esq., and Todd E.
     Phillips, Esq., at CAPLIN & DRYSDALE, CHARTERED, Counsel for
     the US Airline Pilots Association

   * Marshall S. Huebner, Esq., Timothy E. Graulich, Esq., and
     Natasha Tsiouris, Esq., at DAVIS POLK & WARDWELL LLP,
     Counsel for Citibank, N.A.

   * William W. Kannel, Esq., and Ian A. Hammel, Esq., at MINTZ
     LEVIN COHN FERRIS GLOVSKY & POPEO, P.C., Counsel for U.S.
     Bank National Association

   * James E. Spiotto, Esq., and Franklin H. Top III, Esq.,
     CHAPMAN AND CUTLER LLP, in Chicago, Illinois, and Craig M.
     Price, Esq., and Laura E. Appleby, Esq., at CHAPMAN AND
     CUTLER LLP, in New York, Counsel for U.S. Bank National
     Association and U.S. Bank Trust National Association

   * Ira H. Goldman, Esq., Kathleen M. LaManna, Esq., and Corrine
     L. Burnick, Esq., at SHIPMAN AND GOODWIN LLP, Counsel for
     U.S. Bank National Association and U.S. Bank Trust National
     Association

   * Mark L. Prager, Esq., and Douglas E. Spelfogel, Esq., at
     FOLEY & LARDNER LLP, Counsel for U.S. Bank National
     Association and U.S. Bank Trust National Association

   * Michael G. Burke, Esq., and Andrew P. Propps, Esq., at
     SIDLEY AUSTIN LLP, Counsel for U.S. Bank Trust National
     Association

                      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: Fee Payment to Committee Members Approved
------------------------------------------------------------
While Judge Sean H. Lane denied approval of the proposed $19.9
million severance pay to AMR Corp.'s chief executive officer, the
judge approved the proposed payment of fees to members of the
Official Committee of Unsecured Creditors, despite an objection
from the U.S. Trustee, a Justice Department agency that oversees
bankruptcy cases.

Tracy Hope Davis, the official charged with regulating bankruptcy
cases in the New York region, had argued that any professional
fees not explicitly authorized as an administrative expense under
Section 503(b) cannot be paid.

In approving the payment, Judge Lane said the professional fees
of the committee members are permitted under Sections 1123(b)(6)
and 1129(a)(4).  Citing In re Lehman Bros. Inc., 487 B.R. 181,
190, n.7 (Bankr. S.D.N.Y. 2013), Judge Lane explained that the
provisions allow for payments to be made through a plan of
reorganization if the payment is not inconsistent with applicable
provisions of Chapter 11 and is reasonable.  As the Lehman
Brothers court noted, Section 1123(b)(6) "is a broadly worded,
open-ended invitation to the creativity of those who are engaged
in drafting plan language."

A full-text copy of Judge Lane's Opinion can be accessed for free
at http://is.gd/agSoPa

Appearances were made by:

   * Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Alfredo
     R. Perez, Esq., at WEIL, GOTSHAL & MANGES LLP, Counsel for
     the Debtors

   * Susan Golden, Esq., Brian S. Masumoto, Esq., and Michael T.
     Driscoll, Esq., for TRACY HOPE DAVIS, UNITED STATES TRUSTEE

   * Jay M. Goffman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM
     LLP, in New York, and John Wm. Butler, Jr., Esq., Albert L.
     Hogan III, Esq. , John K. Lyons, Esq., and Felicia Gerber
     Perlman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in
     Chicago, Illinois, Counsel for the Official Committee of
     Unsecured Creditors

   * Gerard Uzzi, Esq., and Eric K. Stodola, Esq., at MILBANK,
     TWEED, HADLEY & MCCLOY LLP, Counsel for the Ad Hoc Committee
     of AMR Corporation Creditors

   * D.J. (Jan) Baker, Esq., at LATHAM & WATKINS LLP, Counsel for
     US Airways

   * Filiberto Agusti, Esq., and Joshua R. Taylor, Esq., at
     STEPTOE & JOHNSON LLP, Counsel for the Allied Pilots
     Association

   * Edgar N. James, Esq., Kathy Krieger, Esq., David P. Dean,
     Esq., Darin M. Dalmat, Esq., and Daniel M. Rosenthal, Esq.,
     at JAMES & HOFFMAN, P.C., Counsel for the Allied Pilots
     Association

   * James P. Wehner, Esq., Kevin C. Maclay, Esq., and Todd E.
     Phillips, Esq., at CAPLIN & DRYSDALE, CHARTERED, Counsel for
     the US Airline Pilots Association

   * Marshall S. Huebner, Esq., Timothy E. Graulich, Esq., and
     Natasha Tsiouris, Esq., at DAVIS POLK & WARDWELL LLP,
     Counsel for Citibank, N.A.

   * William W. Kannel, Esq., and Ian A. Hammel, Esq., at MINTZ
     LEVIN COHN FERRIS GLOVSKY & POPEO, P.C., Counsel for U.S.
     Bank National Association

   * James E. Spiotto, Esq., and Franklin H. Top III, Esq.,
     CHAPMAN AND CUTLER LLP, in Chicago, Illinois, and Craig M.
     Price, Esq., and Laura E. Appleby, Esq., at CHAPMAN AND
     CUTLER LLP, in New York, Counsel for U.S. Bank National
     Association and U.S. Bank Trust National Association

   * Ira H. Goldman, Esq., Kathleen M. LaManna, Esq., and Corrine
     L. Burnick, Esq., at SHIPMAN AND GOODWIN LLP, Counsel for
     U.S. Bank National Association and U.S. Bank Trust National
     Association

   * Mark L. Prager, Esq., and Douglas E. Spelfogel, Esq., at
     FOLEY & LARDNER LLP, Counsel for U.S. Bank National
     Association and U.S. Bank Trust National Association

   * Michael G. Burke, Esq., and Andrew P. Propps, Esq., at
     SIDLEY AUSTIN LLP, Counsel for U.S. Bank Trust National
     Association

                      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: Timetable to Resolve Allegheny Claims Okayed
---------------------------------------------------------------
Judge Sean Lane approved the timetable proposed by AMR Corp. and
its debtor affiliates and Allegheny County Airport Authority to
adjudicate the claims of the airport operator against the
company's regional carriers.

In a Sept. 13 scheduling order signed off by the bankruptcy
judge, Debtors American Airlines Inc. and American Eagle Airlines
Inc. are required to file and serve their objections to
Allegheny's claims by no later than Sept. 30.

The scheduling order sets an Oct. 25 deadline for filing any
stipulations of fact, briefs, exhibits, proposed findings of fact
and conclusions of law.

Discovery concerning the claims and the carriers' objections must
be completed no later than 60 days from Sept. 13 unless otherwise
agreed by stipulation of the parties, or extended by further
court order.  An evidentiary hearing will be held on Nov. 12,
according to the scheduling order.  The court order can be
accessed for free at http://is.gd/qKqXdW

Allegheny is represented by:

     Eric T. Smith, Esq.
     Richard A. Barkasy, Esq.
     SCHNADER HARRISON SEGAL & LEWIS LLP
     Fifth Avenue Place
     120 Fifth Avenue, Suite 2700
     Pittsburgh, PA 15222
     Tel: (412) 577-5200
     Fax: (412) 7-3858
     Email: esmith@schnader.com
            rbarkasy@schnader.com

                      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: AE AFA Says Merger May Not Be Good for All
-------------------------------------------------------------
American Eagle Flight Attendants, represented by the Association
of Flight Attendants-CWA (AFA), on Sept. 17 disclosed that they
are increasingly concerned about their future in the American/US
Airways merger.  Executives promise growth, but a steady stream of
outsourcing appears to be the plan for their work.  The 1,800
American Eagle Flight Attendants are seriously questioning the
benefits of a merger where wholly owned carriers of the proposed
new airline are already being pitted against each other.

"More and more regional carriers are operating the same point-to-
point service as mainline jets, selling tickets to passengers as
part of the mainline network.  Yet workers at the regionals are
expected to accept second- and third-rate pay and benefits because
management creates artificial competition on labor costs," stated
Robert Barrow, AFA President at American Eagle.  "The fact is that
American Eagle Flight Attendants contributed to a profitable
subsidiary of American Airlines prior to the bankruptcy, but we
were expected to cut costs to cover the failed strategies of
management at American.  To date, American Eagle Flight Attendants
have not been shown how our contributions will be valued at the
new airline.  This merger may not be good for all workers."

As part of the bankruptcy process, American Eagle Flight
Attendants ratified substantial concessions in July 2012 with the
promise that doing so would retain as much of American's regional
flying as possible and position American Eagle for future growth.
Since that time, the new American merger partners are calling many
of the shots in how the merger, if consummated, will play out.
All the while, American Eagle's regional flying erodes steadily
through outsourcing:

-- November 15, 2012 - AMR closes its American Eagle base in Los
Angeles and outsources the existing flying to non-owned, SkyWest
Airlines.

-- January 2013 - AMR announces it will begin outsourcing American
Airlines regional flying to a non-AMR-owned carrier, Republic
Airlines.  The outsourced flying means that Republic will be
flying 47 Embraer 175s which represents a significant portion of
American Eagle's current route structure in its Chicago hub.

-- February 2013 - AMR announces plans to outsource some of the
flying in its DFW hub to Express Jet, a non-owned carrier.
Express Jet brought in 12 aircraft to fly routes previously flown
by American Eagle.

-- March 31, 2013 - AMR closes its American Eagle hub in San Juan,
Puerto Rico and later enters into a code share agreement with
Seaborne Airlines to provide regional feed.

-- June 2013 - US Airways approaches ALPA at American Eagle for
more pilot concessions to fly new EMB 175 aircraft, while not even
a year earlier pilots and other workers agreed to concessions with
the promise that new flying would come with it.

-- July 2013 - The pilots represented by ALPA at American Eagle
reject the additional concessions pushed by US Airways management,
and management turned to PSA pilots for an agreement to fly this
new aircraft.

-- August 13, 2013 Department of Justice anti-trust lawsuit filed.

"American Eagle Flight Attendants deserve to know what their role
will be in the new combined carrier.  Actions by management to
date, quite frankly lend legitimacy to the Flight Attendants'
concerns.  AFA leaders encourage US Airways management to present
coherent plans that assure us contributions of American Eagle
Flight Attendants will be valued through good jobs at the new
American," concluded Mr. Barrow.

            About The Association of Flight Attendants

The Association of Flight Attendants -- http://www.afaeagle.org--
is the world's largest Flight Attendant union.  Focused 100
percent on Flight Attendant issues, AFA has been the leader in
advancing the Flight Attendant profession for over 65 years.
Serving as the voice for Flight Attendants in the workplace, in
the aviation industry, in the media and on Capitol Hill, AFA has
transformed the Flight Attendant profession by raising wages,
benefits and working conditions.  Nearly 60,000 Flight Attendants
at 19 airlines, including 1800 at American Eagle, come together to
form AFA, part of the 700,000-member strong Communications Workers
of America (CWA), AFL-CIO.

                     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 AXLE: Amends Credit Agreement With JPMorgan
----------------------------------------------------
American Axle & Manufacturing, Inc., a wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., amended and
restated:

   (1) the Credit Agreement dated as of Jan. 9, 2004, as amended
       and restated as of Aug. 31, 2012, and as further amended as
       of Feb. 15, 2013, among the Company, as guarantor, AAM, as
       borrower, JPMorgan Chase Bank, N.A., as Administrative
       Agent, and each financial institution party thereto as a
       lender;

   (2) the Collateral Agreement dated as of Nov. 7, 2008, as
       amended and restated as of Dec. 18, 2009, and as further
       amended on June 30, 2011, among AAM, the Company and its
       domestic subsidiaries, JPMorgan Chase Bank, N.A., as
       collateral agent for the lenders under the Amended and
       Restated Credit Agreement, and the secured noteholders
       under the Indenture dated as of Dec. 18, 2009, among AAM,
       as issuer, the guarantors thereunder, and U.S. Bank
       National Association, as trustee; and

   (3) the Guarantee Agreement dated as of Jan. 9, 2004, as
       amended and restated as of Sept. 13, 2013, among AAM, the
       Company and its subsidiaries (other than AAM), and JPMorgan
       Chase Bank, N.A., as Administrative Agent.

The Amendment and Restatement Agreement dated as of Sept. 13,
2013, required the satisfaction of certain conditions precedent.

The Amended and Restated Credit Agreement, among other things,
amends the existing revolving facility to increase the aggregate
commitments to $523.5 million and to extend the maturity to
Sept. 13, 2018.  In addition, the Amended and Restated Credit
Agreement provides for a senior secured term loan A facility in an
aggregate principal amount of $150 million.  The full amount of
the Term Facility must be drawn on or within 30 days after
Sept. 13, 2013, in up to two borrowings in U.S. Dollars.  The Term
Facility matures on Sept. 13, 2018, and is prepayable at any time.
Subject to the satisfaction of certain conditions, the Amended and
Restated Credit Agreement contains an option permitting AAM to
increase the commitments under the Credit Facilities up to an
additional $150 million.  Proceeds of loans made pursuant to the
Amended and Restated Credit Agreement may be used for general
corporate purposes, including to redeem, repurchase, or discharge
AAM's 9.25 percent Senior Secured Notes due 2017. AAM intends to
use the proceeds of borrowings under the Term Facility to
partially redeem its 9.25 percent Senior Secured Notes due 2017.

Borrowings under the Credit Facilities bear interest at rates
based on the adjusted London Interbank Offered Rate or an
alternate base rate, as AAM may elect, in each case plus an
applicable margin depending upon the corporate ratings of the
Company.  The applicable margin for LIBOR-based loans under the
Credit Facilities will be between 1.50 percent and 3.00 percent.

Under the Credit Facilities, certain negative covenants were
revised to provide the Company increased flexibility.  In the
event AAM achieves investment grade corporate credit ratings from
S&P and Moody's, AAM may elect to release all of the collateral
from the liens granted pursuant to the Collateral Agreement,
subject to notice requirements and other conditions.

The Credit Facilities are secured on a first priority basis by all
or substantially all of the assets of AAM and each guarantor under
the Collateral Agreement.

Copies of the Amended and Restated Credit Agreement, the Guarantee
Agreement, and the Collateral Agreement are available for free at:

                        http://is.gd/TyNdAv
                        http://is.gd/qnol7E
                        http://is.gd/SAJo9H

Certain of the financial institutions party to the Amended and
Restated Credit Agreement, the Guarantee Agreement and the
Collateral Agreement and their respective affiliates have
performed, or may in the future perform, various commercial
banking, investment banking and other financial advisory services
in the ordinary course of business for the Company, AAM and their
respective subsidiaries, for which they have received, or will
receive, customary fees and commissions.

                        About American Axle

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

As of June 30, 2013, the Company had $3 billion in total assets,
$3.11 billion in total liabilities and a $101.6 million total
stockholders' deficit.

                           *     *     *

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

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


ANCESTRY.COM INC: Moody's Hikes Senior Debt Rating to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service affirmed Ancestry.com Inc.'s Corporate
Family Rating at B2 and Probability of Default Rating at B2-PD,
and raised the rating of the Senior Secured debt to Ba2 from Ba3.
This follows the increase in the amount of new Senior Notes issued
by Ancestry.com Holdings LLC to $300 million. The outlook is
stable.

The new holding company Notes are structurally subordinated to the
secured debt. "The increase in the amount of the Notes in the
capital structure leads to additional first loss cushion for the
secured debt, and that cushion is expected to increase over time
as the secured debt amortizes," noted Terry Dennehy, Senior
Analyst at Moody's. This results in the higher rating of Ba2 for
Ancestry.com's Senior Secured debt, as well as lower (improved)
LGD point estimate for Ancestry.com's secured and unsecured debt.

Upgrade:

Issuer: Ancestry.com Inc.

  Senior Secured Rating: to Ba2 (LGD2, 22%) from Ba3 (LGD2, 24%)

Affirmed (and LGD assessment changes):

Issuer: Ancestry.com Inc.

  Corporate Family Rating: B2

  Probability of Default Rating: B2-PD

  Senior Unsecured Rating: B3 (LGD4, 68% from LGD5, 70%)

  Outlook: stable

Issuer: Ancestry.com Holdings LLC

  Senior Unsecured Rating: Caa1 (to LGD6, 90% from LGD6, 91%)

Assignments:

Issuer: Ancestry.com Holdings LLC

  Outlook: stable

Ancestry.com, based in North Provo, Utah, is the world's largest
online family history resource, including an extensive collection
of over 11 billion digitized records that subscribers can use to
research and construct family trees.

The principal methodology used in this rating was the Global
Business and 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.


ANGLO IRISH: Former Bank Customers Blast Chapter 15 Bid
-------------------------------------------------------
Law360 reported that bankrupt Irish Bank Resolution Corp Ltd.,
formerly known as Anglo Irish Bank, should not receive Chapter 15
protection because it would protect the bank from a fraud lawsuit
against it, its customers told a Delaware bankruptcy judge on
Sept. 13.

According to the report, the filing says that the bank partook in
a "systematic, organized and comprehensive fraud" against
customers by manipulating the interest rates on loans it issued to
make an extra $11 million from its borrowers.

The customers said that the bank does not qualify for Chapter 15
protection, the report related.

The case is Flynn et al v. Irish Bank Resolution Corporation et
al., Case No. 1:13-cv-03882 (S.D.N.Y.) before Judge Naomi Reice
Buchwald.

                       About Anglo Irish

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

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

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

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


APOLLO MEDICAL: Incurs $1.5 Million Net Loss in July 31 Quarter
---------------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.53 million on $2.59 million of net revenues for
the three months ended July 31, 2013, as compared with a net loss
of $3.20 million on $1.64 million of net revenues for the same
period last year.

For the six months ended July 31, 2013, the Company incurred a net
loss of $2.38 million on $5.03 million of net revenues, as
compared with a net loss of $3.36 million on $3.28 million of net
revenues for the same period a year ago.

The Company's balance sheet at July 31, 2013, showed $3.13 million
in total assets, $4.40 million in total liabilities, and a
$1.26 million total stockholders' deficit.

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

                        http://is.gd/aBCh70

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.


ARCAPITA BANK: Emerges from Chapter 11 Reorganization
-----------------------------------------------------
Arcapita, the international investment firm headquartered in
Bahrain, has emerged from Chapter 11 reorganization proceedings in
the United States.  Under the terms of the reorganization, "New"
Arcapita (legally referred to as AIM Group Limited) led by the
existing management team will continue to manage the Arcapita
investment portfolio on behalf of investors and creditors, with
the objective of maximizing exit values across the portfolio.  RA
Holding Corp., a new entity owned by the creditors, will realize
the value of Arcapita's interests in its investment portfolio.

Atif A. Abdulmalik, Chief Executive Officer, said, "Chapter 11 was
a challenging experience, but one which has enabled us to deliver
a solution in the best interests of our investors, creditors, and
other stakeholders.  Under New Arcapita, we will be able both to
assist RA and investors to maximize the value of the existing
investment portfolio and to undertake new investment
opportunities."

Abdulaziz H. AlJomaih, the Vice Chairman of the board of directors
of Arcapita, added, "Chapter 11 provided a comprehensive and
transparent framework to restructure the business.  We appreciate
the strong support that we received from our stakeholders and look
forward to delivering future value to investors."

Marc J. Glogoff, Head of the Credit Restructuring and Advisory
Group, Americas at Barclays and Chairman of the Official Committee
of Unsecured Creditors said, "The Committee and I are pleased to
have worked collaboratively with Arcapita to help the company
emerge from Chapter 11.  I am confident that the highly qualified
RA board of directors selected by the Committee will maximize
recoveries for all stakeholders."

The reorganization became effective on Sept. 17.  It also put in
place a $350 million Goldman Sachs led financing facility that
will be utilized to fund operating cash flow requirements of RA
post-emergence and certain obligations in connection with the
reorganization.

                      Sept. 17 Effective Date

The effective date of the Second Amended Joint Plan of
Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors
under Chapter 11 of the Bankruptcy Code (With First Technical
Modifications), dated as of June 11, 2013, occurred on Sept. 17,
2013, according to papers filed with the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 17, 2013.

A copy of the Notice of Effective Date of the Plan is available at
http://bankrupt.com/misc/arcapita.doc1518.pdf

The Bankruptcy Court in June 2013 confirmed the Second Amended
Joint Plan of Reorganization of the Debtors.  The Plan
contemplates, among others, the entry of the Debtors into a $185
million Murabaha exit facility that will allow the Debtors to wind
down their businesses and assets for the benefit of all creditors
and stakeholders.  A copy of the confirmation order is available
at http://bankrupt.com/misc/arcapita.doc1262.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCRr on Jun 19, 2013, the Bankruptcy Court
entered an order confirming the Second Amended Joint Chapter 11
Plan of Reorganization with respect to teach Debtor other than
Falcon Gas Storage Company, Inc.  The Plan hasn't been implemented
yet.

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

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


ARMORWORKS ENTERPRISES: May Employ Arnold & Porter as OCP
---------------------------------------------------------
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 the Debtor's manager William
      J. 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, had 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, an employee at 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.


ASPEN GROUP: Incurs $1.1 Million Net Loss in July 31 Quarter
------------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.10 million on $929,993 of revenues for the three months
ended July 31, 2013, as compared with a net loss of $1.75 million
on $698,152 of revenues for the same period a year ago.

The Company's balance sheet at July 31, 2013, showed $3.77 million
in total assets, $3.96 million in total liabilities and a $194,085
total stockholders' deficiency.

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

                        http://is.gd/C0rG9E

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


ATARI INC: Has Until Dec. 31 to Decide on Headquarters Lease
------------------------------------------------------------
On Sept. 11, 2013, the U.S. Bankruptcy Court for the Southern
District of New York further extended the time by which Atari,
Inc., et al., may assume or reject the Debtors' headquarters
location through and including Dec. 31, 2013, pursuant to Section
365(d)(4) of the Bankruptcy Code.  According to papers filed with
the Court on Aug. 19, 2013, the Debtors have secured the written
consent of the lessor of the property.

                           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.

On Feb. 15, 2013, the Court entered the Order Authorizing the
Employment and Retention of Hunton & Williams LLP as Counsel to
the Debtors Nunc Pro Tunc to the Petition Date.  On or about
Feb. 5, 2013, the Debtors' board of directors was reconstituted.
The reconstituted board of directors elected to retain alternate
bankruptcy counsel.  Hunton's retention as Debtors' counsel
terminated on Feb. 6, 2013.

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

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.


ATLS ACQUISITION: LMS Has Until Nov. 13 to Decide on Leases
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until Nov. 13, 2013, Liberty Medical
Supply, Inc.'s deadline to assume or reject unexpired non-
residential leases.

As reported in the Troubled Company Reporter on Sept. 4, 2013, the
landlords of LMS have each consented in writing to the sought
extension.

As of the Petition Date, LMS was a party to the following
unexpired non-residential leases:

   a. Debtor/Tenant: Liberty Medical Supply, Inc.
      Landlord: Grady G. Byrd Jr. and Grady G. Byrd III
      Premises: 4E Long Shoals Road, Arden, North Carolina

   b. Debtor/Tenant: Liberty Medical Supply, Inc.
      Landlord: Oaklawn Center, Ltd.
      Premises: 2729 New Boston Road, Suite 36B, Texarkana, Texas

   c. Debtor/Tenant: Liberty Medical Supply, Inc.
      Landlord: Healthcare Realty Services, Inc., as agent for HRT
      of Roanoke, Inc.
      Premises: 2157-67 Apperson Drive, Lee-Hi Business Center,
      Salem, Virginia

The Court previously entered its order extending the time to
assume or reject the leases until Sept. 13, 2013.

"The Debtors have been diligently working with their major
creditor constituencies, including the Committee, to negotiate a
chapter 11 plan process that will maximize the value of their
estates.  If the Debtors fail to obtain the requested extension,
such failure may be to the economic detriment of the estates, may
impair the intended plan process, and may frustrate the Debtors'
efforts to maximize the value of their estates," said Dennis A.
Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware,
counsel to the Debtor.

                     About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq. of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


AUXILIUM PHARMACEUTICALS: Moody's Says Loan Increase Credit Neg.
----------------------------------------------------------------
Moody's Investors Service commented the upsized term loan of
Auxilium Pharmaceuticals, Inc. to $275 million from $225 million
is credit negative. There is currently no effect on Auxilium's
ratings including the B2 Corporate Family Rating or the Ba2 senior
secured bank credit facility rating. Proceeds of the upsized term
loan are expected to be used for general corporate purposes which
may include acquisitions.

Headquartered in Chesterbrook, Pennsylvania, Auxilium
Pharmaceuticals, Inc. is a niche pharmaceutical company with a
focus on urological diseases and other specialty areas. Auxilium
reported $167 million of revenues during the first 6 months of
2013.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


AVID TECHNOLOGY: NASDAQ Grants Request to Stay Stock Delisting
--------------------------------------------------------------
Avid Technology, Inc. disclosed that on September 16, 2013, the
Company received a letter from The NASDAQ Stock Market LLC
indicating that the NASDAQ Hearings Panel had granted the
Company's request to extend the stay of the delisting of the
Company's common stock pending the final determination regarding
the Company's listing status.  At a hearing before the Panel, the
Company will present its plan to regain compliance with NASDAQ's
filing requirement, as set forth in Listing Rule 5250(c)(1) and
request the continued listing of its common stock on NASDAQ
pending such compliance.  The Panel has the discretion to grant
the Company an extension until March 14, 2014 to regain compliance
with the Rule.  There can be no assurance that the Panel will
grant the Company's request.  The Company will provide an update
regarding its continued listing status once the Panel has reached
a decision on the matter.

                      About Avid Technology

Headquartered in Burlingon, Massachusetts, Avid Technology, Inc.
-- http://apps.avid.com/-- is a provider of digital media
content-creation products and solutions for film, video, audio and
broadcast professionals, as well as artists and home enthusiasts.
The Company provides digital media content-creation products and
solutions to customers in the three market segments: media
enterprises, professionals and Creative Enthusiasts.  The Company
provides a range of software and hardware products and solutions,
as well as services offerings, to address the needs, skills and
levels found within its customer market segments.  The Company
offers video and audio products and solutions, which are designed
for the desktop or home studio.  The Company offers a range of
products and solutions, including hardware- and software-based
video- and audio-editing tools, collaborative workflow and asset
management solutions, and graphics-creation and automation tools,
as well as scalable media storage options.


BEAZER HOMES: Plans to Offer $200 Million Senior Notes
------------------------------------------------------
Beazer Homes USA, Inc., is proposing to issue $200 million
aggregate principal amount of senior notes due 2021 in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933.

The Company intends to offer the Notes to qualified institutional
buyers in accordance with Rule 144A or outside the United States
in accordance with Regulation S under the Securities Act.  The
Company intends to use the net proceeds from the offering for
general corporate purposes, including potential land acquisitions.

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.  As of June 30, 2013,
the Company had $1.94 billion in total assets, $1.71 billion in
total liabilities and $227.98 million in total stockholders'
equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BEAZER HOMES: Fitch Rates New $200-Mil. Sr. Unsecured Notes 'CCC+'
------------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+/RR5' rating to Beazer Homes
USA, Inc.'s (NYSE: BZH) proposed offering of $200 million
principal amount of senior unsecured notes due 2021. The notes
issue will be ranked on a pari passu basis with BZH's existing
senior unsecured notes. Net proceeds from the notes offering will
be used for general corporate purposes, including potential land
acquisitions.

Key Rating Drivers

The rating for BZH is based on the company's execution of its
business model in the current moderately recovering housing
environment, its land policies, and geographic diversity. The
company's rating is also supported by its solid liquidity
position. The Stable Outlook takes into account the positive
housing outlook for 2013 and 2014.

Risk factors include the cyclical nature of the homebuilding
industry, the company's high debt load and high leverage, BZH's
underperformance relative to its peers in certain operational and
financial categories, and its current over-exposure to the credit-
challenged entry level market (approximately 60% of BZH's
customers are first-time home buyers).

Liquidity

BZH ended the June 2013 quarter with $298.3 million of
unrestricted cash and no borrowings under its $150 million
revolving credit facility. The company's debt maturities are well-
laddered, with no major maturities until 2016, when $172.9 million
of senior notes become due.

The company has taken steps over the past year to strengthen its
balance sheet and improve its liquidity position. The proposed
$200 million notes issuance further strengthens BZH's liquidity
and its ability to better participate in the housing recovery.

Land Strategy

BZH maintains a 5.3-year supply of lots (based on last 12 months
deliveries), 79.4% of which are owned, and the balance controlled
through options. As is the case with other public homebuilders,
the company is rebuilding its land position and trying to
opportunistically acquire land at attractive prices. Total lots
controlled as of June 30, 2013 increased 7.5% year-over-year (yoy)
and grew 9.2% compared with the previous quarter.

The company has been aggressive in its land and development
spending following the successful execution of its capital markets
transactions last year. BZH spent roughly $314.4 million on land
purchases and development activities during the first nine months
of fiscal 2013 compared with $140.6 million expended during the
same period last year. BZH expects to spend about $500 million on
land and development during fiscal 2013 compared with $185.6
million spent for land and development during 2012.

As a result, Fitch expects BZH will be cash flow negative by
approximately $200 million-$250 million during 2013. Assuming that
the company completes the proposed notes offering, BZH's
unrestricted cash position is projected to be moderately below
$500 million at year-end 2013.

Fitch is comfortable with BZH's land strategy given the company's
liquidity position, debt maturity schedule, proven access to the
capital markets, and management's demonstrated discipline in
pulling back on its land and development activities during periods
of distress.

The Industry

Housing metrics have all showed improvement so far in 2013. For
the first seven months of the year, single-family housing starts
improved 20.1%, while existing home sales increased 12%. New-home
sales improved 21.8% for the first seven months of 2013. The most
recent Freddie Mac 30-year interest rate was 4.57%, 126 basis
points (bps) above the all-time low of 3.31% set the week of Nov.
21, 2012. The NAHB's latest existing home affordability index was
166, moderately below the all-time high of 207.3.

Fitch's housing forecasts for 2013 assume a continued moderate
rise off the bottom of 2011. New-home inventories are near
historically low levels and affordability remains very attractive.
In a slowly growing economy with still above-average distressed
home sales competition, less competitive rental cost alternatives
and low mortgage rates (on average), the housing recovery will be
maintained this year.

Fitch's housing estimates for 2013 are as follows: Single-family
starts are forecast to grow 18.3% to 633,000 while multifamily
starts expand about 19% to 292,000; single-family new-home sales
should grow approximately 22% to 448,000 as existing home sales
advance 7.5% to 5.01 million.

Average single-family new-home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 5% and
4%, respectively, in 2013.

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

Rising Mortgage Rates

Mortgage rates have increased during the past few months. The most
recent Freddie Mac average mortgage rate was 4.57%, flat
sequentially from the previous week and about 100 bps higher than
the average rate during the month of April 2013, a recent low
point for mortgage rates. While the current rates are still well
below historical averages, the sharp increase in rates and rising
home prices are moderating affordability. In the case of BZH,
whose average home price is roughly $248,000, assuming a 20% down
payment, a 100 bps rise in mortgage rates will increase principal
and interest payment by about $120 each month or a 12.5% impact.

A couple of July housing metrics showed some weakness following
the increase in interest rates during the past few months. The
Pending Home Sales Index declined 1.3% to 109.5 in July from 110.9
in June, although it is still 6.7% above the July 2012 level of
102.6. New home sales in July also fell 13.4% on a seasonally-
adjusted basis to 394,000, compared with 455,000 during the
previous month. However, the July 2013 estimate was 6.8% above the
July 2012 sales level of 369,000. While Fitch does not expect the
current higher mortgage rates to derail the housing recovery,
continued sharp increases in rates could moderate it.

Operating Environment

BZH's revenues for the first nine months of its 2013 fiscal year
(ending June 30, 2013) increased 33.8% to $849.2 million as home
deliveries grew 20.5% to 3,399 homes and the average selling price
advanced 11.3% to $248,000.

Gross profit margins (excluding inventory impairments and lot
option abandonments) also showed strong improvement, growing 460
bps to 16% during the first nine months of fiscal 2013 compared
with 11.4% during the same period last year. SG&A as a percentage
of sales declined to 14.1% during the nine-month period in fiscal
2013 from 17.3% last year. Despite the strong results for the
first nine months of the year, BZH reported a pre-tax loss of
$44.5 million during the period. Fitch currently expects BZH to
remain unprofitable during all of fiscal 2013.

New home orders improved 1.1% during the nine-month period but
fell 11.2% yoy during the third quarter of 2013 (3Q'13). The
decline in net new orders was due primarily to lower community
count, which decreased 19.1% to 144 average active communities
during 3Q'13 compared with 178 during 3Q'12. However, the company
reported 3.2 sales per community per month during 3Q'13 compared
with 2.9 sales per community per month last year. Cancellation
rates also improved 450 bps to 20% during 3Q'13 compared with
24.5% during 3Q'12. BZH ended 3Q'13 with 2,358 homes (-2.6% yoy)
in backlog with a value of $646.1 million (+12.8% yoy).

Rating Sensitivities

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

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

Negative rating actions could occur if the recovery in housing
dissipates, resulting in BZH's revenues and operating losses
approaching 2011 levels, and the company maintains an overly
aggressive land and development spending program. This could lead
to consistent and significant negative quarterly cash flow from
operations and diminished liquidity position. In particular, Fitch
will review BZH's ratings if the company's liquidity position
(unrestricted cash plus revolver availability) falls below $200
million.

Fitch currently rates BZH as follows:

-- Long-term Issuer Default Rating 'B-';
-- Secured revolver 'BB-/RR1';
-- Second lien secured notes 'BB-/RR1';
-- Senior unsecured notes 'CCC+/RR5';
-- Junior subordinated debt 'CCC/RR6'.

The Rating Outlook is Stable.

The Recovery Rating (RR) of 'RR1' on BZH's secured credit
revolving credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR5' on BZH's senior unsecured notes indicates below-average
recovery prospects for holders of these debt issues. BZH's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders. The 'RR6' on the company's junior subordinated notes
indicates poor recovery prospects for holders of these debt issues
in a default scenario. Fitch applied a liquidation value analysis
for these recovery ratings.


BI-LO LLC: Moody's Ratings Unchanged Over Loan Upsizing
-------------------------------------------------------
Moody's Investors Service said that BI-LO, LLC's announcement that
it is upsizing the proposed senior unsecured PIK Toggle notes due
2018 issued at BI-LO Holding Finance LLC ("Holdco") from $400
million to $475 million is credit negative but will not have any
immediate impact on its B2 corporate family rating or its stable
ratings outlook. The increase will also not affect the Caa1 rating
on the Holdco's proposed senior unsecured PIK Toggle notes or the
B3 rating on BI-LO's existing $425 million senior secured notes.
The increase in the proceeds from the term loan will be used to
increase the proposed shareholder distribution from $400 million
to $450 million with the remaining used for fees and expenses.

BI-LO, LLC is headquartered in Jacksonville, Florida and is owned
by private equity firm Lone Star. The company operates 685
supermarkets in eight states concentrated in the Southeastern U.S.
and has about $10 billion in revenues.

The principal methodology used in this rating was the Global
Retail Industry Methodology published in June 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.


BIONEUTRAL GROUP: Incurs $1.1-Mil. Net Loss in July 31 Quarter
--------------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.10 million on $3,310 of revenues for
the three months ended July 31, 2013, compared with a net loss of
$642,073 on $888 of revenues for the three months ended July 31,
2012.

The Company reported a net loss of $2.53 million on $4,950 of
revenues for the nine months ended July 31, 2013, compared with a
net loss of $2.04 million on $2,390 of revenues for the nine
months ended July 31, 2012.

The Company's balance sheet at July 31, 2013, showed $9.46 million
in total assets, $3.82 million in total liabilities, and equity of
$5.64 million.

"The Company believes that it will be able to generate significant
sales by the first quarter of 2014 providing for sufficient cash
flows to supplement its equity financing based on its current
plans.  If it's able to execute its plan, the Company can begin to
accumulate cash reserves.  There is no assurance however that its
funds will be sufficient to meet its anticipated needs through its
fiscal year 2013, and it may need to raise additional capital
during fiscal 2013 to fund the full costs associated with its
growth and development.  The Company believes that it will require
approximately $2,000,000 in additional capital to achieve its
goals.  There can be no assurances that it will be successful in
raising additional capital on favorable terms if at all.  If the
Company is unable to secure additional capital, it may be required
to curtail its business development initiatives, impair its
intellectual property and take additional measures to reduce cost
in order to conserve cash.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/5gyFKt

Newark, N.J.-based BioNeutral Group, Inc., is a life science
specialty technology corporation that has developed a novel
combinational chemistry-based technology which the Company
believes can, in certain circumstances, neutralize harmful
environmental contaminants, toxins and dangerous micro-organisms
including bacteria, viruses and spores.


BRAND ENERGY: Clayton Acquisition No Impact on Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service said that Brand Energy & Infrastructure
Services, Inc.'s ratings are unaffected by the company's
announcement that it is being acquired by Clayton, Dubilier &
Rice.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America. It provides scaffolding, insulation,
coatings and other services supporting the refining, chemical and
power industries. First Reserve, through affiliated funds, is the
majority owner of Brand. Revenues for the last twelve months
through June 30, 2013 totaled about $1.9 billion.

On October 23, 2012, Moody's affirmed the B3 corporate family
rating and B3 probability of default rating of Brand Energy.
Moody's also affirmed the B2 ratings on Brand's first lien term
loan due 2018 and revolver due 2017 as well as the Caa2 rating on
the second lien bank credit facility. Moody's assigned B2 ratings
to Brand's first lien term loan due 2016 as well the term loans
issued by Brand's wholly-owned subsidiary, Aluma Systems Inc., as
borrower.


BROADWAY FINANCIAL: Regains Compliance with Nasdaq Bid Price Rule
-----------------------------------------------------------------
Broadway Financial Corporation received a letter from Nasdaq Stock
Exchange confirming that the Company has regained compliance with
Nasdaq Marketplace Rule 5550(a)(2) and the matter is now closed.

On Jan. 3, 2013, Nasdaq notified the Company that its common stock
failed to maintain a minimum bid price of $1.00 over the previous
30 consecutive business days as required by the Listing Rules of
The Nasdaq Stock Market.  Since then, Nasdaq has determined that
for the last 10 consecutive business days, from Aug. 30, 2013, to
Sept. 13, 2013, the closing bid price of the Company's common
stock has been at $1.00 per share or greater.

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

The Company's balance sheet at June 30, 2013, showed
$345.2 million in total assets, $328.61 million in total
liabilities, and a $16.58 million in total shareholders' equity.

Crowe Horwath LLP, in Sacramento, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


CENTRAL COVENTRY: Fire District Going Broke, Official Says
----------------------------------------------------------
SEATTLEPI.COM reports that the special master of the Central
Coventry Fire District in Coventry, Rhode Island, said it may run
out of money before voters pass judgment on a new budget Oct. 21.

According to the report, the fire district, which provides fire
and emergency services for about 18,000 people, has been in
receivership since October.  Voters overwhelmingly rejected a
budget in March, the report relates.

The report notes that the Providence Journal reports that Superior
Court Judge Brian P. Stern has since given a newly elected
district board of directors authority to negotiate a new budget.

The report relates that Richard Land, the special master, said the
fire district has about US$670,000 on hand and is spending between
US$100,000 and US$120,000 a week.  Mr. Land said that at that
rate, the district will be out of cash in October, according to
SEATTLEPI.COM.


CITIZEN REPUBLIC: Fitch Hikes ST Issuer Default Rating From 'B'
---------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Citizen Republic
Bancorp's (CRBC) and its bank subsidiary following the company's
acquisition by FirstMerit Corporation.  Additionally, Fitch has
assigned long- and short-term Issuer Default Ratings (IDRs) to
FMER and its main bank subsidiary, FirstMerit N.A. of 'BBB+/F2'.
The Rating Outlook is Stable.

Rating Action Rationale

Since the CRBC entities have been merged into FMER and its
affiliates, their IDRs, and Viability Ratings (VRs) are removed
from Rating Watch Positive and aligned with those of FMER, and
withdrawn. A complete list of ratings affected by this transaction
is provided at the end of this release.

FMER's assigned ratings are supported by the company's continued
stable financial performance, good market position in core
markets, solid asset quality, and an adequate capital position
given its risk profile. The Stable Outlook reflects Fitch's view
that the combined entity will generate reasonable earnings and
maintain adequate capital levels for its rating category over the
long term.

Key Rating Drivers - IDRs and VR

FMER has grown through acquisitions recently, and thus has put
itself at risk of potentially failing to integrate efficiently or
timely. However, management has shown the ability to assimilate
people, branch networks and IT systems in such a manner. In the
most recent case of acquiring CRBC, the company estimates that it
will incur nearly $10 million less in integration costs while
maintaining similar cost-saves when the deal was initially
announced.

Fitch observes that FMER has generated consistent earnings
performance not only throughout the credit crisis but coming out
of it as well. When adjusting for one-time items relating to the
acquisition of CRBC, core earnings, measured by pre-provision net
revenue (PPNR) are around 1.5% with the company generating a
bottom-line return on average assets (ROA) of between 85 basis
points (bps) and 95 bps. Fitch believes that cost saves could
augment earnings performance, in the near-to-mid-term, they will
most likely be off-set by net interest margin compression given
the asset-sensitive nature of FMER's balance sheet.

Asset quality metrics are in line relative to similarly rated
peers. After consistently falling for several quarters, non-
performing assets (NPAs; inclusive of accruing TDRs but exclusive
of covered loans) ticked up to 1.4% in the second quarter of 2013
(2Q'13) primarily due CRBC's OREO portfolio coming on balance
sheet. However, the company has shown the ability to work down
NPAs with relatively small credit costs. FMER's net charge-offs
over the last five quarters have averaged 38 bps, in line with
similarly rated peers.

Fitch views the FMER's capital levels as adequate for its rating
and overall risk profile. At June 30, 2013, the company reported
ratios of 7.6%, 11.4% and 13.9% for tangible common equity, Tier 1
risk-based capital, and total risk-based capital, respectively.
Fitch notes that the company has maintained capital at these
levels even after creating a balance sheet 50% larger than at
year-end 2012 (YE12) through the acquisition of CRBC. Fitch would
expect the company to maintain these types of capital ratios if
its taste for sizable acquisitions continues.

Rating Sensitivities - IDRs and VR

Ratings could be pressured if operating performance trended
downward in comparison to most recent quarters and below peer
averages. Given that FMER's profitability, capital and credit
metrics are in-line with similarly 'BBB+' Fitch-rated peers, Fitch
believes FMER's ratings are on the high end of its potential
range.

Rating Drivers and Sensitivities - Support and Support Rating
Floors

FMER has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, FMER is not systemically important and therefore,
Fitch believes the probability of support is unlikely. IDRs and
VRs do not incorporate any support.

The ratings were unsolicited by and have been provided by Fitch as
a service to investors.

Fitch has upgraded and withdrawn the following ratings:

Citizens Republic Bancorp, Inc.
-- Long term IDR to 'BBB+' from 'B';
-- Short-term IDR to 'F2' from 'B';
-- Viability to 'bbb+' from 'b';
-- Preferred stock at to 'BB-' from 'C/RR6'.

Citizens Bank
-- Long term IDR to 'BBB+' from 'B';
-- Long-term deposits to 'A-' from 'B+/RR3';
-- Short-term IDR to 'F2' from 'B';
-- Short-term deposits to 'F2' from 'B';
-- Viability to 'bbb+' from 'b'.

Fitch has upgraded the following ratings:

Citizens Funding Trust I
-- Preferred stock to 'BB' from 'CCC/RR6'.

The following ratings have been affirmed and withdrawn:

Citizens Republic Bancorp, Inc.
-- Support at '5';
-- Support floor at 'NF'.

Citizens Bank
-- Support at '5';
-- Support floor at 'NF'.

Fitch has assigned the following ratings:

FirstMerit Corporation
-- Issuer Default Rating (IDR) 'BBB+';
-- Short-term IDR 'F2';
-- Viability 'bbb+';
-- Support '5';
-- Support floor 'NF'.

FirstMerit, N.A.
-- Long-term IDR 'BBB+';
-- Long-term deposits 'A-';
-- Short-term IDR 'F2';
-- Short-term deposits 'F2;
-- Viability 'bbb+';
-- Support '5';
-- Support floor 'NF'.


COLONIAL BANCGROUP: Spars with FDIC over Meaning of Recent Rulings
------------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that Colonial BancGroup Inc.'s lawyers say a pair of recent
appellate court rulings in favor of the Federal Deposit Insurance
Corp. over bank-holding company creditors actually strengthens its
claim to hundreds of millions of dollars in disputed tax refunds.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMARCO INC: Incurs $794,000 Loss in July 31 Quarter
----------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a loss
from continuing operations of $794,000 on $1.50 million of revenue
for the three months ended July 31, 2013, as compared with income
from continuing operations of $151,000 on $1.68 million of revenue
for the same period during the prior year.

For the six months ended July 31, 2013, the Company incurred a
loss from continuing operations of $2.26 million on $2.92 million
of revenue as compared with a loss from continuing operations of
$561,000 on $3.88 million of revenue for the same period last
year.

Comarco's balance sheet at July 31, 2013, showed $2.93 million in
total assets, $10.89 million in total liabilities and a $7.95
million total shareholders' deficit.

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

                        http://is.gd/oYU0Rz

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.

Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COPYTELE INC: Reports $2.6 Million Net Loss in July 31 Quarter
--------------------------------------------------------------
Copytele, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.58 million on $0 of total net revenue for the three months
ended July 31, 2013, as compared with a net loss of $629,102 on
$249,470 of total net revenue for the same period last year.

For the nine months ended July 31, 2013, the Company reported a
net loss of $7.15 million on $2,130 million of total net revenue
as compared with a net loss of $2.39 million on $946,735 of total
net revenue for the same period during the prior year.

The Company's balance sheet at July 31, 2013, showed $5.30 million
in total assets, $8.54 million in total liabilities and a $3.23
million total shareholders' deficiency.

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

                        http://is.gd/1ZOaJz

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.


CORNERSTONE HOMES: LeClairRyan Approved as Committee Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized the Official Committee of Unsecured Creditors in the
bankruptcy case of Cornerstone Homes, Inc., to retain LeClairRyan,
A Professional Corporation, as the Committee's counsel.

As reported in the Troubled Company Reporter on Sept. 3, 2013,
LeClairRyan will be paid based on its standard hourly rates, not
to exceed $425 per hour for partners, $295 per hour for
associates, and $130 per hour for paralegals.  The firm will also
be reimbursed for its out-of-pocket expenses.

The firm's Gregory J. Mascitti, Esq., assures the Court that
LeClairRyan does not represent any interest adverse to the
Committee, the creditors, or other parties-in-interest in
connection with the Chapter 11 case and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, and to the extent required by Section 1103(b) of
the Bankruptcy Code and Bankruptcy Rule 2014.

                      About Cornerstone Homes

Cornerstone Homes Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Judge Paul R. Warren presides over the case.
Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at
Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's
counsel.

As reported in the TCR on July 31, the Debtor scheduled a Sept. 6
hearing for the bankruptcy judge in Rochester, New York, to
approve the reorganization plan.  Unsecured creditors are chiefly
composed of noteholders with $14.5 million in claims. For a 7
percent recovery, they are to receive a note for $1 million,
bearing 2 percent interest and maturing in 10 years under the
Plan. The note will be paid with proceeds from sales of homes.


CORNERSTONE HOMES: Sec. 341 Creditors Meeting Adjourned to Oct. 17
------------------------------------------------------------------
Kathleen Dunivin Schmitt, U.S. Trustee for Region 2, adjourned to
Oct. 17, 2013, at 2 p.m., the meeting of creditors under 11 U.S.C.
Sec. 341(a) in the Chapter 11 cases of Cornerstone Homes Inc.  The
meeting will be held at Rochester UST 341.

Cornerstone Homes Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Judge Paul R. Warren presides over the case.
Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at
Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's
counsel.

As reported in the TCR on July 31, the Debtor scheduled a Sept. 6
hearing for the bankruptcy judge in Rochester, New York, to
approve the reorganization plan.  Unsecured creditors are chiefly
composed of noteholders with $14.5 million in claims. For a 7
percent recovery, they are to receive a note for $1 million,
bearing 2 percent interest and maturing in 10 years under the
Plan. The note will be paid with proceeds from sales of homes.


CRAVEN PROPERTIES: Hearing on Dismiss Motion Continued to Sept. 18
------------------------------------------------------------------
The hearing to consider the U.S. Trustee's motion to dismiss or
convert Craven Properties, L.P.'s Chapter 11 case is continued to
Sept. 18, 2013, at 1:30 p.m.

As reported in the TCR on Aug, 23, 2013, Guy G. Gebhardt, the
United States Trustee for Region 21, filed a motion with the
Bankruptcy Court, seeking to dismiss the Chapter 11 case of Craven
Properties, L.P., or convert it to Chapter 7.

According to the U.S. Trustee, although the case has been pending
for almost a year, the Debtor has not proposed a plan of
reorganization, and it is apparent from its monthly operating
reports filed in the case that it does not have the ability to
fund a confirmable plan of reorganization.  Failure or inability
to propose a plan within a reasonable period of time constitutes
cause for dismissal or conversion of a chapter 11 case under
11 U.S.C. Sec. 1112(b).

Craven Properties, L.P., a single asset real estate, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its
hometown in Gainesville, Georgia, on Aug. 31, 2012.  Judge Robert
Brizendine presides over the case.  John J. McManus, Esq., at John
J. McManus & Associates, P.C., serves as counsel.  Billy J. Craven
signed the petition.  In its amended schedules, the Debtor
disclosed $20,028,429 in assets and $3,872,671 in liabilities as
of the Petition Date.


DATARAM CORP: Incurs $882K Net Loss in July 31 Quarter
------------------------------------------------------
Dataram Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $881,630 on $7.37 million of revenues for
the three months ended July 31, 2013, compared with a net loss of
$975,717 on $8.00 million of revenues for the three months ended
July 31, 2012.

The Company's balance sheet at July 31, 2013, showed $7.79 million
in total assets, $5.66 million in total liabilities, and
stockholders' equity of $2.13 million.

"If current and projected revenue growth does not meet estimates,
the Company may continue to choose to raise additional capital
through debt and/or equity transactions, reduce certain overhead
costs through the deferral of salaries and other means, and settle
liabilities through negotiation.  Currently, the Company does not
have any commitments or assurances for additional capital, nor can
the Company provide assurance that such financing will be
available to it on favorable terms, or at all.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern."

A copy of the Form 10-Q is available at http://is.gd/HVOgF3

Princeton, N.J.-based Dataram Corporation is a developer,
manufacturer and marketer of large capacity memory products
primarily used in high-performance network servers and
workstations.


DELTA AIR: Fitch Affirms 'B+' Revenue Bonds Ratings
---------------------------------------------------
Fitch Ratings has affirmed the ratings of Industrial Development
Corporation (IDC) of the Port of Seattle's special facilities
revenue bonds, series 2012 (Delta Air Lines, Inc. Project) at
'B+'. The rating Outlook is Positive.

Key Rating Drivers

The rating takes into consideration the following factors: (i)
Delta Air Lines, Inc.'s (DAL's) credit quality (ii) the structure
of the transaction (iii) Fitch's view on the likelihood of
affirmation of this lease and ultimate recovery for bondholders in
a potential restructuring. Unlike most airport revenue bonds which
are viewed as unsecured claims of the airline, bondholders in this
issue are secured by the lease between DAL and the Port of Seattle
for the property which holds DAL's hanger facility.

The issuing entity is the IDC of the Port of Seattle, but it has a
limited obligation on the rated bonds. These bonds are serviced
exclusively by the lease payments from DAL under its financing
lease agreement with the IDC, and DAL also provides an unsecured
guarantee. Furthermore, the bond is secured by the original lease
agreement between DAL and the Port of Seattle for the hanger
facility, which enables the bond trustee to re-lease the facility
to a new tenant if DAL decides to reject the lease in a potential
bankruptcy. Accordingly, Fitch believes that recovery for
bondholders in these notes would be higher than DAL unsecured debt
in the event DAL rejected this lease in a potential restructuring.
While this supports recovery in a downside scenario, Fitch's base
case view is that DAL would likely affirm this lease obligation in
a potential filing (as it did before when Northwest filed in 2005)
given the strategic importance of SEA to DAL. Although SEA is not
a hub or major airport for DAL, it is an important gateway for the
airline on the west coast and a profit center for its maintenance
services.

Fitch has affirmed the following:

Industrial Development Corporation (IDC) of the Port of Seattle
special facilities revenue refunding bonds, series 2012
(Delta Air Lines, Inc. Project):

-- $66 million due April 1, 2030 at 'B+'.

Fitch currently rates Delta Air Lines, Inc. as follows:

-- Issuer Default Rating 'B+';
-- $1.2 billion senior secured revolving credit facility due
   2016 'BB+/RR1';

-- $1.4 billion senior secured term loan due 2017 'BB+/RR1'.


DEWEY & LEBOEUF: Trustee Seeks $1.2MM in Latest Batch of Lawsuits
-----------------------------------------------------------------
Law360 reported that Dewey & LeBoeuf LLP's liquidating trustee on
Sept. 13 launched another nine lawsuits against companies that
provided billing, data and other types of services to the now-
defunct firm while it was still in operation, seeking a combined
$1.2 million overall.

According to the report, Alan M. Jacobs said the defendants all
received payments from Dewey in the 90 days before its May 2012
bankruptcy filing, meaning it was insolvent under the standards of
the U.S. Bankruptcy Code. He is looking to recover what he said
were fraudulent transfers, the report related.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DISPENSING DYNAMICS: S&P Revises Outlook & Affirms 'B-' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on City of Industry, Calif.-based Dispensing Dynamics
International (DDI) to negative from stable.

At the same time, S&P affirmed the 'B-' corporate credit rating on
DDI.  S&P also affirmed its 'B-' issue-level rating on the
company's $130 million senior secured notes due 2018.  The '3'
recovery rating indicates S&P's expectation for meaningful (50% to
70%) recovery for noteholders in the event of payment default.

The outlook revision to negative reflects the potential that
continued weak financial performance could persist, resulting in a
shrinking of Dispensing Dynamics International's borrowing base
collateral such that availability on the ABL decreases to less
than $5 million, triggering the application of its fixed charge
covenant.

"The negative outlook reflects our view that weaker-than-expected
end-market demand resulting in weaker-than-expected financial
performance could shrink the borrowing base collateral on the ABL,
limiting the amount of availability and constraining liquidity,"
said Standard & Poor's credit analyst Maurice Austin.

S&P could lower the rating if its liquidity assessment on DDI
weakens to "less than adequate".  This could occur if availability
on the ABL decreases to less than $5 million, triggering the
fixed-charge covenant requirement.

An upgrade is less likely in the next 12 months based on S&P's
assessment of DDI's highly leveraged financial risk profile, with
leverage expected to end the year more than 7x and FFO to debt
less than 5%.


EAGLE'S VIEW: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eagle's View Academy, Inc.
        7788 Ramona Blvd. West
        Jacksonville, FL 32221

Bankruptcy Case No.: 13-05584

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Ste. 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $2,085,688

Scheduled Liabilities: $1,850,721

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-5584.pdf

The petition was signed by Scott Kinlaw, president.


EAST COAST: Court Denies MLIC Motion to Terminate Exclusivity
------------------------------------------------------------
After granting MLIC Asset Holdings, LLC's and MLIC CB Holdings,
LLC's Motion to Appoint Trustee for East Coast Brokers & Packers,
Inc., pursuant to 11 U.S.C. Sec. 1104, the U.S. Bankruptcy Court
for the Middle District of Florida denied as "moot" the two
entities' emergency motion to terminate Debtors' exclusivity
period; permit creditors to file plan of reorganization and
disclosure statement and establish bid procedures for sale of
assets.

                     About East Coast Brokers

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

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

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

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


EAST COAST: Shumaker Loop Employment as Special Counsel Denied
--------------------------------------------------------------
For the reasons stated orally and in open court on Sept. 5, 2013,
the U.S. Bankruptcy Court for the Middle District of Florida, on
Sept. 11, 2013, denied as "moot" East Coast Brokers, & Packers,
Inc.'s Amended Application to Employ Shumaker, Loop, & Kendrick,
LLP as Special Counsel.

As reported in the TCR on Aug. 14, 2013, the Debtors, in an
amended application dated Aug. 1, 2013, asked the Bankruptcy Court
for authorization to employ Steven M. Berman, Esq., and Shumaker,
Loop, & Kendrick, LLP, as special counsel, nunc pro tunc to
July 3, 2013.

The professional services the Firm is being hired to perform
include assisting the Debtors in maximizing the value of their
assets while in the control of the Chapter 11 Trustee.

A copy of the Amended Application is available at:

           http://bankrupt.com/misc/eastcoast.doc332.pdf

                     About East Coast Brokers

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

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

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

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


EASTMAN KODAK: Patent Deal With OLED Co. Gets Court Approval
------------------------------------------------------------
Law360 reported that Eastman Kodak Co. on Sept. 16 received a
bankruptcy judge's approval of a settlement that resolves a
longstanding dispute with Global OLED Technology LLC over 18
organic light-emitting diode patents.

According to the report, under the agreement, Kodak will retain 15
of the patents and transfer the other three, which the newly
reorganized Kodak has no use for, to GOT. It will also assign all
of its rights under a 1995 license agreement related to the
patents to GOT, the report said.  In exchange, the company will
drop the lawsuit it filed last year, the report added.

                         About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

The Bankruptcy Court confirmed confirmed Kodak's Plan of
Reorganization on Aug. 20.  The company officially emerged from
Chapter 11 protection on Sept. 3.


ECOTALITY INC: Files Voluntary Chapter 11 Bankruptcy Petition
-------------------------------------------------------------
Ecotality Inc., a developer of charging systems for electric
vehicles, filed a petition for Chapter 11 protection on
Sept. 16 and wants the bankruptcy judge in Phoenix to sell the
business at auction on Oct. 9.

According to Bloomberg News, if the bankruptcy judge goes along
with the schedule, bids would be due initially on Oct. 7, before
an auction the next day and a hearing on Oct. 10 for approval of
the sale.  The bankruptcy is to be financed with a $1.25 million
loan from Nissan North America Inc.

Bloomberg News reports that the papers don't state an expected
sale price.

ECOtality, Inc. and its U.S. subsidiaries have proposed to jointly
administer their chapter 11 cases under the caption In re Electric
Transportation Engineering Corporation, dba ECOtality North
America, Case No. 2:13-bk-16126-RJH.  All documents filed with the
Bankruptcy Court are available for inspection at the Office of the
Clerk of the Bankruptcy Court, online at
http://www.azb.uscourts.govfor a fee, and for free at
http://www.kccllc.net/ECOtality

Each of the Debtors remains in possession of its respective assets
and will continue to operate its respective business as a "debtor
in possession" under the jurisdiction of the Bankruptcy Court, and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

The Company cannot predict what the ultimate value of its common
stock may be or whether the holders of common stock will receive
any distribution in the Company's reorganization; however, it is
likely that the Company's common stock will have very little or no
value given the amount of the Company's liabilities compared to
its assets.

The Company's shareholders are cautioned that trading in shares of
the Company's equity securities during the pendency of the Chapter
11 Case is highly speculative and poses substantial risks.
Trading prices for the Company's equity securities may bear little
or no relationship to the actual recovery, if any, by holders in
the Chapter 11 Case.  Accordingly, the Company urges extreme
caution with respect to existing and future investments in its
equity securities.

On Sept. 16, 2013, and in connection with the Company's filing of
a voluntary petition for relief under the Bankruptcy Code, the
Company and its Electric Transportation Engineering Corporation
subsidiary and its subsidiaries including ECOtality Stores, Inc.;
ETEC North LLC; The Clarity Group, Inc.; and G.H.V. Refrigeration
entered into a Credit and Security Agreement with Nissan North
America.  Under the terms of the Credit Agreement and subject to
approval of the Bankruptcy Court, the Lender will make available
to the Borrowers a delayed draw term loan in an amount up to
$1,250,000.

Subject to the provisions of the Credit Agreement, Lender agrees
to loan to Borrower in the amounts and on the dates following: (i)
At closing of the Credit Agreement - $500,000, (ii) On September
25, 2013 - $250,000, (iii) On September 30, 2013 - $250,000, and
(iv) On October 7, 2013 - $250,000.  All amounts outstanding and
other obligations shall be due and payable on the date which is
the earliest of (i) any date on which Lender accelerates the
maturity of the Term Loan pursuant to an event of default as
defined in the Credit Agreement, (ii) the date upon which the
Interim Financing Order from the Bankruptcy Court expires, if the
Final Financing Order from the Bankruptcy Court has not been
entered prior to such date, (iii) the closing of the Sale, or (iv)
October 28, 2013.

Interest accrues on the outstanding principal balance of the Term
Loan at a rate of 5% per annum.  All interest is due and payable
on the Maturity Date.  Upon the occurrence and during the
continuation of any event of default, interest will accrue at a
rate of 7% per annum.

Under the Credit Agreement, each Credit Party grants to Lender a
continuing security interest in, a lien upon, and a right to set
off against, and pledges to Lender any and all right, title and
interest in and to all assets of each Credit Party (excluding
certain assets acquired with funds that were reimbursed with
federal funds unless certain conditions are met) including but not
limited to the following, whether now owned or existing, or
subsequently acquired or arising, and including any leasehold
interest therein, which security interest is intended to be a
first priority security interest: (i) all goods, accounts,
equipment, inventory, contract rights or rights to payment of
money, leases, license agreements, franchise agreements, general
intangibles, documents, instruments (including any promissory
notes), chattel paper, cash, deposit accounts, securities
accounts, fixtures, letter of credit rights, securities, and all
other investment property, supporting obligations, and financial
assets; (ii) all of each Credit Party's books and records relating
to any of the foregoing; and (iii) any and all claims, rights and
interest in any of the above and all substitutions for, additions,
attachments, accessories and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the
foregoing.

In the event of default under the Credit Agreement, Lender may,
without notice or demand, (i) terminate its obligations to make
Advances and (ii) elect amounts due Lender, all interest thereon
and all other obligations to be due and payable immediately.
Events of default include, but are not limited to (i) expenditures
by the any of the Credit Parties, on a rolling two week basis by
an amount exceeding 10% of budgeted amounts on an aggregate basis
(such amounts are provided in a budget accompanying the Credit
Agreement), without the prior consent of Lender, (ii) conversion
of any Bankruptcy Case to a case under chapter 7 of the Bankruptcy
Code, and (iii) dismissal of any Debtor's Chapter 11 case.

The proceeds of the Term Loan will be used by the Borrowers to (i)
fund Borrowers' operations until a sale of substantially all of
the Credit Parties' assets and any interest of the Department of
Energy in those assets (or subject to the DOE grant, as such grant
may be amended, to Borrowers if it is assumed, assigned and
novated in favor of a purchaser, (ii) to fund $27,000 for the
operations of the Borrower's Stores and Portable subsidiaries, and
(iii) to pay certain administration costs necessary to maintain
the corporate existence of the Guarantors.

The Debtors intend to seek approval of the Bankruptcy Court of an
auction and sale of substantially all of their assets under
Section 363 of the Bankruptcy Code.

The bankruptcy filing constituted an event of default, and
triggered repayment obligations of the Company and certain of its
subsidiaries and/or gave rise to certain other rights and
remedies, including termination rights, of counterparties.  The
Company believes that any efforts to enforce such payment
obligations or rights and remedies are subject to limitation by,
and automatically stayed as a result of, the bankruptcy filing and
the applicable provisions of the Bankruptcy Code.  The bankruptcy
filing and/or related circumstances constituted an event of
default or otherwise triggered rights and remedies of
counterparties under the following instruments, agreements or
arrangements:

(a) The bankruptcy filing constituted an event of default with
respect to $5,000,000 in aggregate principal amount of unsecured
indebtedness under the Company's 5.05% Convertible Note due March
13, 2015.  The Note is senior to the Company's preferred stock and
common stock.  Under the terms of the Note, when the Company or
any significant subsidiary commences a case under any bankruptcy
law, the holder may require the Company to redeem all or any
portion of the Note by delivering written notice thereof.

(b) The Company previously executed several EV Pilot Program
Master Agreements, also referred to as National Account
Agreements, under which the Company installed Level 2 chargers and
DC Fast Chargers in connection with the EV Project with the
Department of Energy.  Under the terms of those agreements, the
Company's filing of a case under the Bankruptcy Code qualifies as
a cause for termination of those agreements, under which the
Company could be required to remove installed chargers at its own
expense.  The extent to which the Participants in the agreements
may request early termination for cause and the amount of de-
installation expense that would be incurred under that scenario
cannot be reasonably estimated at this time.

(c) On August 8, 2013, the Company notified the DOE that, even
though the Company continues to aggressively pursue certain
options for additional financing and is exploring other
alternatives, in the event additional financing is not obtained,
the Company may not be able to fulfill its operational
obligations, including under the EV Project.  In response, the DOE
sent a letter to the Company stating that it was suspending all
payments under the EV Project while it investigates the situation
and determines whether the award should continue.

Under the EV Project agreement, ECOtality is required to
immediately notify the DOE of the occurrence of any of several
events including the Company's filing of a voluntary case seeking
liquidation or reorganization under the Bankruptcy Act.  Upon the
occurrence of the filing of a voluntary case seeking liquidation
or reorganization under the Bankruptcy Act, the DOE reserves the
right to conduct a review of the Company's award to determine its
compliance with the required elements of the award (including such
items as cost share, progress towards technical project
objectives, and submission of required reports).  If the DOE
review determines that there are significant deficiencies or
concerns with the Company's performance under the agreement, the
DOE reserves the right to impose additional requirements, as
needed, including (i) changing of payment method; or (ii)
institution of payment controls.

(d) On June 28, 2013, the Company entered into a lease agreement
upon expiration of its existing lease with Railroad Properties,
LLC under which the Company occupies facilities in Phoenix,
Arizona which provide approximately 30,000 square feet for office,
warehousing, and test facility functions.  The five-year lease,
set to expire on June 30, 2018, provides for monthly base rent
payments of approximately $13,700 and 3% annual increases in
monthly base rent.  The lease contains options to extend the lease
for two additional 24-month periods.  Under the terms of the
Lease, becoming a debtor under the Bankruptcy Code is deemed a
breach of the agreement that entitles the lessor to various
remedies, including termination.

(e) The Company is party to a Master Lease Agreement with Cisco
Systems Capital Corporation for equipment totaling approximately
$314.0 thousand.  The terms of the Lease provide for monthly
payments of approximately $9.5 thousand and obligate the Company
to $341.0 thousand of total lease payments.  The Lease is
scheduled to expire on November 30, 2014.

Under the terms of the Lease, the filing of a petition for relief
under the Bankruptcy Code that is not dismissed within 45 days of
filing constitutes an event of default under the Lease.  Events of
default under the Lease provide certain remedies to Cisco,
including in relevant part: (i) Cisco may terminate the Lease and
take possession of all leased equipment, (ii) recover any and all
direct, incidental and consequential damages, including all
accrued and unpaid Rent and other amounts owing under the Lease,
(iii) recover an amount equal to the present values, discounted as
per terms provided in the Lease, of the sum of all Rent and other
payments remaining to be paid under the Lease through the end of
the lease term plus the applicable purchase option amount as
provided in the Lease, and (iv) Cisco may sell or re-lease any or
all of the equipment and apply the proceeds thereof to the
Company's obligations under the Lease. In addition, the Company is
liable for all costs and expenses (including reasonable attorneys'
fees) incurred by the Lessor in retaking possession of, and
removing, storing, repairing, refurbishing and sell or leasing
such equipment.

Brandon Hurlbut resigned as a director of the Company effective
September 15, 2013.  Mr. Hurlbut's resignation was not the result
of any disagreements with the Company on any matter related to the
Company's operations, policies, or practices.

                      Road to Bankruptcy

Ecotality said in August it may need to file for bankruptcy after
failing to increase sales.  Ecotality, which operates under three
businesses -- Blink, Minit-Charger and eTecLabs -- at that time
said it was exploring options for a restructuring, including a
sale, and had retained FTI Consulting as an adviser.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although eight potential buyers expressed interest,
no purchaser is yet under contract, according to a court filing.
The San Francisco-based company said in August that it would be
filing for bankruptcy because hoped-for financing didn't
materialize.  The company said in a regulatory report that it
hasn't generated sales "sufficient to support the company's
operations in the second half of 2013."

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.  The Company
provides electric vehicle infrastructure products and solutions
that are used in on-road, grid-connected vehicles (including plug-
in hybrid electric vehicles (PHEV) and battery electric vehicles),
material handling and airport electric ground support
applications.  Through its main operating subsidiary, Electric
Transportation Engineering Corporation (eTec), the Company's
primary product offering is the Minit-Charger line of advanced
battery fast-charge systems that are designed for various motive
applications.  In addition to its electric transportation focus,
Ecotality, Inc. is also involved in the development, manufacture,
assembly and sale of specialty solar products, advanced battery
systems, and hydrogen and fuel cell systems.  Its subsidiaries and
primary operating segments consist of eTec, Innergy Power
Corporation (Innergy), and ECOtality Stores (doing business as
Fuel Cell Store).


ECOTALITY INC: Case Summary and 30 Largest Unsecured Creditors
--------------------------------------------------------------
Affiliated entities that simultaneously filed Chapter 11 petitions
on September 16, 2013:

     Debtor                                        Case No.
     ------                                        --------
Electric Transportation Engineering Corporation    13-16126
   dba ECOtality North America
   dba ETEC
   dba eTec
   dba ETEC Electrical Infrastructure
  430 S. 2nd Ave.
  Phoenix, AZ 85003
ECOtality, Inc.                                    13-16127
ECOtality Stores, Inc.                             13-16128
ETEC North, LLC                                    13-16129
The Clarity Group, Inc.                            13-16130
G.H.V. Refrigeration, Inc.                         13-16131

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

Bankruptcy Judge: Chief Judge Randolph J. Haines

Debtors' Lead
Counsel:          Charles R. Gibbs, Esq.
                  AKIN GUMP STRAUSS HAUER & FELD LLP
                  1700 Pacific Avenue
                  Dallas, TX 75201
                  Tel: (214) 969-2800
                  Fax: (214) 969-4343
                  E-mail: cgibbs@akingump.com

                       - and -

                  David P. Simonds, Esq.
                  Arun Kurichety, Esq.
                  AKIN GUMP STRAUSS HAUER & FELD LLP
                  2029 Century Park East, Suite 2400
                  Los Angeles, CA 90067
                  Tel: (310) 229-1000
                  Fax: (310) 229-1001
                  E-mail: dsimonds@akingump.com
                          akurichety@akingump.com

Debtors' Local
Counsel:          Jared G. Parker, Esq.
                  PARKER SCHWARTZ, PLLC
                  7310 N 16th St Ste. 330
                  Phoenix, AZ 85020
                  Tel: 602-282-0477
                  Fax: 602-282-0478
                  E-mail: jparker@psazlaw.com

Debtors' Claims &
Noticing Agent:   KURTZMAN CARSON CONSULTANTS LLC

U.S. Department
of Energy's
Counsel:          Victor W. Zhao, Esq.
                  Civil Division
                  U.S. DEPARTMENT OF JUSTICE
                  1100 L Street, N.W.
                  Room 10044
                  Washington, DC 20005
                  Tel: (202) 307-0958
                  E-mail: victor.w.zhao@usdoj.gov

Electric Transportation Engineering Corp.'s
Estimated Assets: $10 million to $50 million

Electric Transportation Engineering Corp.'s
Estimated Debts: $100 million to $500 million

The petitions were signed by H. Ravi Brar, president and CEO.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
Department of Energy          Government             $6,465,725
3610 Collins Ferry Road,      Contract
P.O. Box 880
Morgantown, WV 26507
Kelly McDonald
Ph: (304) 285-4113

ABB Technology                Note Payable           $4,956,660
Ventures
Affolternstrasse 44,
P.O. Box 8131
CH-8050 Zurich Switzerland

SPX Corporation               Trade Payable            $588,368
28635 Mound Road
Warren, MI 48092
Anthony Slaughter
Ph: (586) 574-2332

Roush                         Trade Payable            $284,057
Manufacturing
12445 Levan Road
Livonia, MI 48150
Cheri Kaplan
Ph: (734) 779-7232

BESCO                         Trade Payable            $253,726
Nashville
(Broadway
Electric Service
Corporation)
1800 N. Central Street
Knoxville, TN 37917
Ph: (865) 546-2104

Nissan North America          Trade Payable            $244,900
P.O. Box 685006
Franklin, TN 37068-5006
John Arnesen
Ph: (615) 725-0792

Cherry City Electric          Trade Payable            $241,773
1596 22nd Street SE
Salem, OR 97302
Joe Janssen
Ph: (503) 566-5600

E3 Displays, LLC              Trade Payable            $236,431
21050 N. 9th Place, Ste. 309
Phoenix, AZ 85024
Dennis Rahrig
Ph: (602) 288-9758

Kotman Electric               Trade Payable            $235,109
2416 S. 17th Place
Phoenix, AZ 85034
Ph: (602) 256-6103

Caltech                       Trade Payable            $214,898
1200 E. California
Blvd (m/C 210-85)
Pasadena, CA 91125
Ph: (626) 395-8186

Target CW                     Trade Payable            $213,531
9475 Chesapeake Drive
San Diego, CA 92123
Michelle Brennan
Ph: (858) 810-3000

Logicalis, Inc.               Trade Payable            $206,879
34505 W. Twelve Mile Road
Ste. 210
Farmington Hills, MI 48331
Pat Haney
Ph: (248) 957-5600

Cisco Capital                 Trade Payable            $150,184

LVI Energy                    Trade Payable            $146,160
(Lane Valente)

University of                 Trade Payable            $143,815
California, Davis

Saturn Electric               Trade Payable            $143,300

GMA Manufacturing LLC         Trade Payable            $131,122

Hannah Solar &                Trade Payable            $127,210
Worry Free Power LLC

OnStar LLC                    Trade Payable            $126,334

Bitrode                       Trade Payable            $112,006

Tornado Design                Trade Payable            $111,926

McGladrey, LLP                Trade Payable            $109,129

Miller Electric Mfg. Co.      Trade Payable            $106,641

Campbell Family               Trade Payable            $105,570
Electric, Inc

Sprint                        Trade Payable             $95,643

University of Nebraska -      Trade Payable             $90,397
Lincoln

Baker Electric                Trade Payable             $90,156

Low & High Power Group Inc.   Trade Payable             $86,916

Christenson Electric          Trade Payable             $82,447

Evolvelectric                 Trade Payable             $76,990


EDISON MISSION: Can Keep Co-Gen Plants With Chevron
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chevron Corp. has now sustained two losses in its
quest to buy out the 50 percent ownership in two co-generation
plants held by subsidiaries of bankrupt power producer Edison
Mission Energy.

According to the report, through subsidiaries, Chevron and EME
each hold 50 percent joint venture interests in plants in the Kern
River oil field near Bakersfield, California.  The plants produce
electricity and steam Chevron uses to increase oil output from the
wells.  According to Chevron, the plants are becoming uneconomic
because the demand for steam is falling as a result of the
maturity of the oil field.

The report notes that last year, EME rejected Chevron's offer to
buy out EME's interest in the two plants and four others for $82.5
million.  Chevron contends the bankruptcy filing by EME in
December was an event of default entitling it to purchase EME's
interest in the two plants for half of book value, or about $42.5
million.

The report relates that Chevron lost the first round in January
when the bankruptcy judge in Chicago ruled there was no ground for
modifying the so called automatic stay to permit actions to
terminate interests in the projects owned by subsidiaries of EME,
which is itself a subsidiary of non-bankrupt parent Edison
International Inc.  Later, EME filed papers seeking court
authorization for a bankruptcy process known as assumption of an
executory contract.

The report relays that in plain English, it means court permission
to perform and become bound by an unfinished contract.  By
assumption, a bankrupt company like EME couldn't later back out
without being forced by the court to pay damages in full.

Chevron objected to assumption.  U.S. Bankruptcy Judge Jacqueline
P. Cox handed down a 20-page opinion this week rejecting Chevron's
arguments and allowing EME to take on the contracts.  She said in
her opinion that they are profitable and have thrown off millions
in income for the joint venture partners.  Chevron has an appeal
pending in federal district court, attempting to reverse Judge
Cox's ruling in January blocking action to terminate the
partnership.  Chevron can appeal this week's opinion too, raising
the habitually thorny question of whether a bankrupt company can
assume a partnership agreement.

According to the report, EME's $1.2 billion in 7 percent senior
unsecured notes maturing in 2017 traded on Sept. 17 for 65.5 cents
on the dollar, up 25 percent from 52.5 cents immediately before
bankruptcy, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

                        About Edison Mission

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

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

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

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

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

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

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

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

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

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


ELECTRIC MOBILE: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Electric Mobile Cars, LLC
        1717 McKinney Avenue # 700
        Dallas, TX 75202

Bankruptcy Case No.: 13-12399

Chapter 11 Petition Date: September 13, 2013

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

Debtor's Counsel: Joseph J. McMahon, Jr., Esq.
                  CIARDI, CIARDI & ASTIN
                  919 N. Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: (302) 658-1100
                  Fax: (302) 658-1300
                  E-mail: jmcmahon@ciardilaw.com

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

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

A list of the Company's four largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/deb13-12399.pdf

The petition was signed by Mark Carlson, manager.


EMERALD EXPOSITIONS: S&P Assigns 'B+' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned California-based trade
show operator Emerald Expositions Holding Inc. (formerly Nielsen
Business Media Holding Co.) its 'B+' corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned the company's $520 million senior
secured credit facilities its issue-level rating of 'BB-' (one
notch higher than the corporate credit rating), with a recovery
rating of '2', indicating S&P's expectation for substantial
(70% to 90%) recovery for secured lenders in the event of a
payment default.  The facility consists of a $90 million revolving
credit facility due 2018 and a $430 million term loan due 2020.

In addition, S&P assigned the company's $200 million senior
unsecured notes due 2021 its issue-level rating of 'B-' (two
notches lower than the corporate credit rating), with a recovery
rating of '6', indicating its expectation for negligible (0% to
10%) recovery for unsecured lenders in the event of a payment
default.

The company used the proceeds, along with about $350 million of
equity, to fund the buyout of the company for $950 million.

The 'B+' corporate credit rating reflects the company's position
as one of the larger players in the fragmented trade show industry
and the financial risk inherent in a leveraged buyout.  S&P views
the company's business risk profile as "fair" based on the
business' sensitivity to economic weakness, its concentration in
several categories in the tradeshow industry, and its very high
profitability.  S&P views the company's financial risk profile as
"highly leveraged" based on its high leverage of 6.5x, pro forma
as of March 31, 2013. Pro forma interest coverage is 2.3x.

Emerald is one of the largest trade show operators in the U.S. and
operates 68 trade shows and conferences each year, including 10 of
the 250 largest trade shows.  Trade shows are sensitive to
economic weakness and reductions in business travel, but the
migration of advertising and marketing services online has only
modestly hurt the sector.  The trade show market is highly
fragmented, but the company has the top trade show in the broad
range of industries in which it participates.  However, large
trade shows in the general merchandise and outdoor retail segments
generate over 40% of revenue.  During the economic downturn, trade
shows in the building and jewelry industries struggled and have
not returned to 2008 revenue levels.


EMPIRE TODAY: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Chicago-based Empire Today LLC to 'B-' from 'B'.
The outlook is negative.

Additionally, S&P lowered its issue rating on the company's
$150 million senior secured notes due 2017 to 'B-' from 'B'.  The
recovery rating remains '4', indicating S&P's expectation for
average (30%-50%) recovery for noteholders in the event of a
payment default.

"The rating actions on Empire Today reflect weaker-than-expected
operating performance over the past few quarters because of
pressured top-line growth, which has produced less customer leads
than we had previously projected," said credit analyst Kristina
Koltunicki.  "We estimate credit protection measures will be
constrained over the next 12 months because of the highly fixed
cost structure of the company absent any significant revenue
increases.  We have revised our management and governance score to
"weak", based on our view that management and the board has been
less than effective in navigating challenging market conditions.
The recent termination of the company's CEO, and the related
uncertainty surrounding related party transactions, also point to
operational ineffectiveness."

S&P's outlook on Empire Today is negative.  This reflects S&P's
expectation that performance and credit ratios will remain
volatile, as it believes the company may be unable to effectively
leverage costs due to quarterly swings in sales volumes.  If
negative operating trends persist, S&P believes there is the
potential for additional liquidity deterioration over the next
year which could lead to a downgrade.

In addition, Empire is involved in various lawsuits, including the
most recent allegations against the company for retrospective
insurance premiums.  In S&P's opinion, it is early in the
litigation process and, as such, it has not factored substantial
potential costs or settlements into the current rating.  However,
rating pressure is possible if, as S&P receives more information,
it believes the company's liquidity would be materially reduced or
the economics of its business model were seriously affected.

S&P could lower our ratings if liquidity becomes less than
adequate, possibly the result of operating performance
deterioration or a negative judgment in any of the various
lawsuits the company is involved in, which could result in
material damages.

S&P could revise the outlook to stable if the company demonstrates
it can reduce volatility in its business and generate free cash
flow, maintain adequate liquidity, and if an adverse outcome of
recent litigation does not appear too likely.  Revenue and EBITDA
growth would have to exceed S&P's current expectations, resulting
in total debt to EBITDA of less than 5x on a sustained basis.  S&P
forecasts EBITDA would need to increase 70% above current levels
to generate such a result.


EXCEL MARITIME: Plan Might Fail at Confirmation, Judge Warns
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Excel Maritime Carriers Ltd. persuaded the
U.S. Bankruptcy Judge Robert Drain to preclude the creditors'
committee from filing a competing reorganization plan, the judge
warned the company, which operates 38 dry-bulk vessels, that he
might not approve the plan unless it's modified to the creditors'
satisfaction.

Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that the bankruptcy judge has shipped Excel Maritime, its
squabbling bondholders and lenders off to mediation to resolve
their concerns over Excel's lender-backed Chapter 11 plan.

According to the Bloomberg report, in August, the committee filed
papers aimed at ending Excel's exclusive right to propose a
Chapter 11 plan so holders of convertible notes could submit a
proposal of their own. Drain held a hearing last week and filed
his opinion on Sept. 13 explaining why the $5 million cost of a
competing plan doesn't make sense.

The report notes that Excel has a plan that was negotiated before
the bankruptcy filing on July 1.  It would give ownership to
secured lenders owed $771 million, although the lenders will allow
the current owner, Gabriel Panayotides, to keep control at least
initially and buy the company back later.  The committee objected,
because they said it would allow Panayotides to retain the company
for less than market value while giving "non-trade unsecured
creditors virtually no distribution."

The report relates that the judge said the creditors don't agree
with the valuation inherent in the company plan.  Judge Drain said
he may find the company plan defective unless it's amended to gain
the creditors' support or modified in some fashion so the value of
the business is tested in the marketplace.  Judge Drain appointed
fellow bankruptcy judge James M. Peck to serve as mediator.  He
said in his opinion that the $5 million consumed in litigating a
competing plan would be better spent "to bridge the negotiating
gap."

The report discloses that there will be a hearing on Sept. 30 for
Excel to ask the judge to approve disclosure materials explaining
the company's plan.

                        About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

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

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


EXCEL MARITIME: Section 341(a) Meeting Adjourned to Oct. 1
----------------------------------------------------------
The Section 341(a) meeting of creditors for Excel Maritime
Carriers, Ltd., et al., which was originally scheduled for
Aug. 13, 2013, has been adjourned to Oct. 1, 2013, at 2:30 p.m.
The 341 Meeting will be held at 80 Broad Street, 4th Floor, New
York, New York 10004.

Attendance by creditors at the 341 Meeting is welcomed, but not
required.  At the 341 Meeting, the creditors may examine the
Debtors' representative and transact such other business as may
properly come before the meeting.  The 341 Meeting may be
continued or adjourned from time to time by notice at the meeting,
without further written notice to the creditors.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

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

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


EXCEL MARITIME: Committee Motion to Terminate Exclusivity Denied
----------------------------------------------------------------
Robert D. Drain, United States Bankruptcy Judge for the Southern
District, in a modified bench ruling dated Sept. 13, 2013, said he
will not, at this time, grant the motion of the Official Committee
of Unsecured Creditors of Excel Maritime Carriers LTD. to
terminate exclusivity under Section 1121 of the Bankruptcy Code.

"I have been very clear that at some point there may be a problem
with this plan if, in fact, the Debtors aren't able to show that
there's been a fair opportunity to propose an alternative, under
LaSalle.  And whether that's under LaSalle or Section 1129(a)(3),
that's just -- that's going to be an issue.  So I hope that I
won't ever have to ever get to that point.  So I'll ask Debtors'
counsel, Mr. McDermott, if you could submit an order denying the
motion for the reasons stated on the record."

A full-text of the Judge Drain's modified bench ruling is
available at http://bankrupt.com/misc/excelmaritime.doc321.pdf

As reported in the TCR on Aug. 13, 2013, the Committee asked the
Bankruptcy Court to end the exclusivity period granted to the
Debtors to allow other interested parties to propose their
reorganization plans for the Debtors.  The Creditors' Committee
complained that the Debtors' prepackaged plan only benefits the
secured lenders and controlling shareholders.  The prepackaged
plan would give ownership of the company to secured lenders owed
$771 million, although the lenders will allow current owner
Gabriel Panayotides to maintain control at least initially and buy
the Company back later.  The Committee is opposed to the aspect of
the plan where the current owner can retain an interest while
unsecured creditors receive "nominal to no distribution."

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York, after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

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

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


EXCEL MARITIME: Can Retain Jefferies as Investment Banker
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of Excel
Maritime Carriers LTD., et al., to employ and retain Jefferies LLC
as its investment banker, effective as of July 12, 2013.

Jefferies will be compensated on the terms specified in the
Engagement Letter, as modified by this Order, and Jefferies will l
serve fee statements and file interim and final fee applications
for allowance of the fees and expenses payable under the terms of
the Engagement Letter, pursuant to the Bankruptcy Code, the
Bankruptcy Rules and the Local Rules, any applicable orders of
this Court, and any guidelines regarding submission and approval
of fee applications.

As reported in the TCR on Aug. 28, 2013, the Committee said it
needs an investment banker to assist it in the critical tasks
associated with guiding the Committee through the Debtors'
reorganization efforts.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-bk- 23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.

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

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


EXIDE TECHNOLOGIES: Panel Taps Ashurst for "Lien Review/Analysis"
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Exide Technologies asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Ashurst LLP to
provide necessary legal services in connection with the
Committee's review and analysis of the Debtor's liens and foreign
collateral, effective as of Aug. 7, 2013.

Ashurst will provide "lien review/analysis" services, at the
direction of the Committee's main counsel.

The hourly rates for Ashurst's personnel are:

         Partners                   GBP705 - GBP800
         Counsel                    GBP575 - GBP660
         Associates                 GBP300 - GBP550
         Paraprofessionals          GBP190

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

The Court will convene a hearing on the matter on Oct. 16, 2013,
at 1 p.m.  Objections, if any, are due Sept. 24, at 4 p.m.

                     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.


EXIDE TECHNOLOGIES: Creditors Have Until Oct. 31 to File Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Oct. 31, 2013, at 5 p.m., as the deadline for any individual or
entity to file proofs of claim against Exide Technologies.

The Court also set Dec. 9 as bar date for any governmental unit.

Proofs of claim must be submitted to:

1. if by hand delivery or overnight courier:

         Exide Case Administration
         c/o GCG
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

2. if by first-class mail:

         Exide Case Administration
         c/o GCG
         P.O. Box 9985
         Dublin, OH 43017-5985

GCG said that it will not accept a proof of claim sent by
facsimile or e-mail.

                     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.


FRIENDFINDER NETWORKS: Files Voluntary Ch. 11 Bankruptcy Petitions
------------------------------------------------------------------
Penthouse magazine publisher FriendFinder Networks Inc. and 38
affiliates filed for Chapter 11 bankruptcy protection Sept. 17
(Bankr. D. Del. Lead Case No. 13-12404) on September 17, listing
assets of $465.3 million and debt totaling $662 million.

FriendFinder Networks on Sept. 17 disclosed that it has reached an
agreement with key stakeholders on the terms of a plan to
strengthen its balance sheet and grow its flagship brands.

"The agreement with the overwhelming majority of our noteholders
will allow FriendFinder Networks to refinance our long-term debt,
permit us to reinvest in our business, and position some of the
strongest brands in the market for additional growth," said
Anthony Previte, Chief Executive Officer of FriendFinder Networks.
"The agreement comes at a time when our flagship brands are
continuing to perform well and the operational efficiencies we
previously put in place are taking hold."

Entities holding more than 80% in principal amount outstanding of
both the 14% Senior Secured Notes due 2013 and the 11.5% Non-Cash
Pay Secured Notes due 2014 signed the Transaction Support
Agreement.  The holders of 100% of the 14% Cash Pay Secured Notes
due 2013 and the Company's largest shareholders have also agreed
to support the transaction under a separate agreement.  The
transaction contemplates that the 14% Senior Secured Notes due
2013 will be exchanged for new notes in the same principal amount,
plus certain additional consideration in the form of cash or
notes.  Holders of the 11.5% Non-Cash Pay Secured Notes due 2014
and 14% Cash Pay Secured Notes due 2013 will receive substantially
all of the new common stock to be issued by reorganized
FriendFinder Networks, plus cash consideration subject to certain
conditions.  The Company's current common stock will be
extinguished once the agreement becomes effective and will no
longer trade on the open market.

The plan is expected to reduce the Company's annual interest
expense by over $50 million, eliminate approximately $300 million
of secured debt, and return control of the Company to the
FriendFinder Networks founders.

The company owes the first-lien noteholders a total of
$234.3 million and the non-cash pay second-lien noteholders
$320.3 million, according to court papers.

The Company expects to file a Plan of Reorganization and
Disclosure Statement, containing the terms of the Transaction
Support Agreement, this month.  The Transaction Support Agreement
contemplates that the Plan of Reorganization will become effective
by no later than January 31, 2014.

"The Chapter 11 filing is the most efficient and cost-effective
way for the Company to implement the Transaction Support Agreement
while continuing to operate our business," Mr. Previte said.  "All
operations will continue as normal throughout this process.
Importantly, nothing about the user experience is going to change
and we anticipate that all of our affiliates will continue to be
paid in the ordinary course of business during the Chapter 11
process."

The Company's secured noteholders have also consented to the use
of cash collateral to support operations throughout the Chapter 11
process subject to certain conditions.  The Company believes it
will have access to sufficient cash under the consensual cash
collateral arrangement during the pendency of the bankruptcy cases
and therefore does not anticipate a need for debtor-in-possession
financing.  Additionally, the Company intends to continue paying
vendors in full for all goods and services provided during the
Chapter 11 process.  The plan contemplates unsecured creditors,
including vendors, will be paid in full in cash once the plan
becomes effective.

The Company has already filed a variety of customary first-day
motions with the Bankruptcy Court, including requests to continue
paying employee wages and benefits without interruption.
FriendFinder Networks is being advised by the law firm of
Greenberg Traurig LLP and financial advisor SSG Capital Advisors,
LLC.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.  Over the first six months of 2013,
revenue of $141.4 million resulted in a net loss of $20.7 million.

According to Bloomberg News, there is $565.1 million in debt owing
on three issues of secured notes in default.  The first-lien notes
are $234.3 million.  Second-lien, non-cash paying notes are $320.3
million.  The cash-paying second-lien notes are $10.6 million.
The first lien notes mature this month.

The case is In re PMGI Holdings Inc., 13-12404, U.S. Bankruptcy
Court, District of Delaware (Wilmington).


FRIENDFINDER NETWORKS: Second-Lien Holders to Be New Owners
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that before FriendFinder Networks Inc. filed for
Chapter 11 protection on Sept. 17, the operator of adult social-
networking websites already agreed with first- and second-lien
noteholders on a reorganization plan.

According to the report, the plan has support from holders of more
than 80 percent of first- and second-lien secured notes.
Unsecured creditors are to be paid in full.  The Boca Raton,
Florida-based company has $565.1 million owing on three issues of
secured notes.

The report notes that the first-lien notes, amounting to $234.3
million, were in default and were to mature at the month's end,
although the debt already was accelerated.  The forthcoming
reorganization plan calls for holders of the 14 percent first-lien
notes to receive accrued interest plus an equal amount in new 14
percent first-lien notes to mature in five years.  Excess cash
will be used partly to pay down principal on the notes before
maturity.

The report relates that holders of $320.3 million in non-cash
paying second-lien notes, along with holders of $10.6 million in
cash-paying second-lien notes, will receive all the new equity.
The noteholders and the company signed a so-called plan support
agreement which requires the court's approval of the
reorganization plan by the signing of a confirmation order within
three months.

The report relates that FriendFinder said financial problems were
caused by revenue that declined more than 10 percent in the past
year.  An 18 percent decline in revenue from social-networking
websites was partly offset by an increase in revenue from live
interactive websites.

                     About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.

FriendFinder Networks filed a petition for Chapter 11
reorganization (Bankr. D. Del. Lead Case No. 13-12404) on
September 17, listing assets of $465.3 million and debt totaling
$662 million.  The case is In re PMGI Holdings Inc., 13-12404,
U.S. Bankruptcy Court, District of Delaware (Wilmington).  The
petition listed assets of $465.3 million and debt totaling
$662 million.


FRIENDFINDER NETWORKS: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Affiliated entities that simultaneously filed Chapter 11 petitions
on September 17, 2013:

  Entity                                               Case No.
  ------                                               --------
PMGI Holdings Inc.                                     13-12404
  6800 Broken Sound Parkway NW
  Suite 200
  Boca Raton, FL 33487
FriendFinder Networks Inc.                             13-12405
Argus Payments Inc.                                    13-12406
Big Island Technology Group, Inc.                      13-12407
Blue Hen Group Inc.                                    13-12408
Confirm ID, Inc.                                       13-12409
Danni Ashe, Inc.                                       13-12410
Fastcupid, Inc.                                        13-12411
Fierce Wombat Games Inc.                               13-12412
FriendFinder California Inc.                           13-12413
FriendFinder Ventures Inc.                             13-12414
FRNK Technology Group                                  13-12415
General Media Art Holding, Inc.                        13-12416
General Media Communications, Inc.                     13-12417
General Media Entertainment, Inc.                      13-12418
Global Alphabet, Inc.                                  13-12419
GMCI Internet Operations, Inc.                         13-12420
GMI On-Line Ventures, Ltd.                             13-12421
Interactive Network, Inc.                              13-12422
Magnolia Blossom Inc.                                  13-12423
Medley.com Incorporated                                13-12424
NAFT News Corporation                                  13-12425
Penthouse Digital Media Productions Inc.               13-12426
Penthouse Images Acquisitions, Ltd.                    13-12427
PerfectMatch Inc.                                      13-12428
Playtime Gaming Inc.                                   13-12429
PPM Technology Group, Inc.                             13-12430
Pure Entertainment Telecommunications, Inc.            13-12431
Sharkfish, Inc.                                        13-12432
Snapshot Productions, LLC                              13-12433
Streamray Inc.                                         13-12434
Streamray Studios Inc.                                 13-12435
Tan Door Media Inc.                                    13-12436
Traffic Cat, Inc.                                      13-12437
Transbloom, Inc.                                       13-12438
Various, Inc.                                          13-12439
Video Bliss, Inc.                                      13-12440
West Coast Facilities Inc.                             13-12441
XVHUB Group Inc.                                       13-12442

Bankruptcy Court: United States Bankruptcy Court
                  District of Delaware

Bankruptcy Judge: Hon. Christopher S. Sontchi

Debtors'
Counsel:          Nancy A. Mitchell. Esq
                  Matthew L. Hinker, Esq.
                  Paul T. Martin, Esq.
                  GREENBERG TRAURIG, LLP
                  MetLife Building
                  200 Park Avenue
                  New York, NY 10166
                  Tel: 212-801-9200
                  Fax: 212-801-6400
                  Email: mitchelln@gtlaw.com
                         hinkerm@gtlaw.com
                         martinpt@gtlaw.com

                       - and -

                  Dennis A. Meloro, Esq.
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Debtors' Special
& Conflicts
Counsel:          AKERMAN SENTERFITT

Debtors'
Financial
Advisors:         SSG CAPITAL ADVISORS LLC

Debtors' Claims &
Noticing Agent:   BMC GROUP INC

Total Consolidated Assets: $465,301,000

Total Consolidated Debts: $661,967,000

The petition was signed by Anthony Previte, president and CEO.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
PG&E                          TRADE PAYABLE          $25,511.94
BOX 997300
SACRAMENTO, CA 95899-7300
ACCOUNTS RECEIVABLE
TEL: (415) 973-1000;
     (800) 511-0374

AVIANA GLOBAL                 TRADE PAYABLE           $8,875.00
TECHNOLOGIES, INC.
915 W IMPERIAL HWY
SUITE 100
BREA, CA 92821
JENIFER FRIAL
TEL: (714) 674-0260
FAX: (714) 674-0279

MARIN SOFTWARE INC            TRADE PAYABLE           $8,300.83
140 S. DEARBORN STREET,
SUITE 300-A
CHICAGO, IL 60603
ACCOUNTS RECEIVABLE
TEL: (312) 267-2083

NOVA MANAGEMENT, INC.         TRADE PAYABLE           $7,506.90

TRILIBIS, INC                 TRADE PAYABLE           $7,159.10

VERIZON WIRELESS              TRADE PAYABLE           $7,146.54

OPENMARKET INC.               TRADE PAYABLE           $6,000.00

FRANK, RIMERMAN CO. LLP       TRADE PAYABLE           $5,878.73

JASON JOHNSON                 TRADE PAYABLE           $5,250.00

PEPPER SCHWARTZ               TRADE PAYABLE           $5,000.00

OFFICE DEPOT                  TRADE PAYABLE           $4,953.15

PRINCIPAL LIFE                TRADE PAYABLE           $4,716.23
INSURANCE COMPANY

SERVICE BY MEDALLION          TRADE PAYABLE           $4,480.00

MARK MONITOR                  TRADE PAYABLE           $4,008.29

FRG WASTE RESOURCES, INC      TRADE PAYABLE           $3,536.21

AT&T                          TRADE PAYABLE           $3,276.06

ZINIO SYSTEMS, LLC            TRADE PAYABLE           $3,023.45

CRISPIN BOYER                 TRADE PAYABLE           $2,750.00

JEFF STOLLER                  TRADE PAYABLE           $2,627.34

BRANDVERITY, INC.             TRADE PAYABLE           $2,500.00

PRETTY THINGS PRESS/          TRADE PAYABLE           $2,500.00
MONDAY MORNING BOOKS


VACO SAN FRANCISCO, LLC       TRADE PAYABLE           $2,434.26

VOLUME 11 MEDIA INC.          TRADE PAYABLE           $2,400.00

FAHRENHEIT HEATING            TRADE PAYABLE           $2,200.00
& AIR CONDITIONING INC.

MEDINA'S CATERING             TRADE PAYABLE           $2,715.00

AVN MEDIA NETWORK, INC.       TRADE PAYABLE           $2,000.00

FEDEX CORPORATION             TRADE PAYABLE           $1,800.10

SARAH WALKER                  TRADE PAYABLE           $1,590.00

SPREAD ENTERTAINMENT, INC.    TRADE PAYABLE           $1,500.00

JOSHUA ROTHKOPF               TRADE PAYABLE           $1,400.00


FRIENDFINDER NETWORKS: Obtains Approval of Key Court Motions
------------------------------------------------------------
FriendFinder Networks Inc. on Sept. 18 disclosed that it has
obtained U.S. Court approval of a variety of motions that will
support the Company's operations as it proceeds with a financial
restructuring supported by more than 80% of its noteholders.

All of the Company's operations, including its flagship
publications, continue to operate as normal.

U.S. Bankruptcy Judge Christopher S. Sontchi on Sept. 18
authorized the Company to continue paying employee wages and
benefits without interruption and gave the Company permission to
continue all affiliate and customer programs.  Additionally, the
Company has been authorized to use cash generated from operations
to support all operations throughout the Chapter 11 process.

"The relief granted today allows FriendFinder Networks to continue
operating in the normal course of business as we pursue a
financial restructuring that will reduce interest expense,
eliminate debt, and strengthen our flagship brands," said
Anthony Previte, Chief Executive Officer of FriendFinder Networks.
"We are pleased with the progress already made in our Chapter 11
process and look forward to proceeding with our plan to grow the
business."

In addition to the above relief, the court approved a variety of
motions that will allow all operations to continue without
interruption throughout this process, including the use of its
cash management systems and payments to suppliers for goods and
services provided on or after the September 17, 2013 filing date,
as well as payments to affiliates under existing agreements.

As previously reported, entities holding more than 80% in
principal amount outstanding of both the 14% Senior Secured Notes
due 2013 and the 11.5% Non-Cash Pay Secured Notes due 2014 agreed
to support the terms of the Company's plan.  Additionally, the
holders of 100% of the 14% Cash Pay Secured Notes due 2013 and the
Company's largest shareholders have also agreed to support the
transaction under a separate agreement.

The plan is expected to reduce the Company's annual interest
expense by over $50 million, eliminate approximately $300 million
of secured debt, and return control of the Company to the
FriendFinder Networks founders.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.

EisnerAmper LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's New First
Lien Notes and Cash Pay Second Lien Notes, absent a restructuring
or refinancing, mature on Sept. 30, 2013, and further are subject
to maturity date acceleration by the lenders as a result of events
of default upon the expiration or termination of forbearance
agreements currently in place.  In addition, the Company has
failed to comply with certain covenants related to its Non-Cash
Pay Second Lien Notes which mature on April 30, 2014.
Accordingly, all such debt has been classified as current
liabilities as of Dec. 31, 2012, and cannot be satisfied with
available funds which raises substantial doubt about the Company's
ability to continue as a going concern.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


GMX RESOURCES: Merrill Lynch Still on The Hook for Class Action
---------------------------------------------------------------
Law360 reported that an Oklahoma federal judge on Sept. 16 denied
a bid to dismiss a proposed class action against bankrupt GMX
Resource Inc.'s underwriters, including Merrill Lynch, finding
that they aided in certain securities sales and therefore could
potentially be liable for any alleged misrepresentations of the
oil and gas producer's financial health.

According to the report, U.S. District Court Judge Timothy D.
DeGiusti rejected a motion to dismiss the proposed class action,
finding that plaintiffs adequately alleged securities fraud claims
against the underwriters and some of GMX's leaders, including CEO
Ken Kenworthy Jr..

The case is Northumberland County Retirement System et al v. GMX
Resources Inc et al., Case No. 5:11-cv-00520 (W.D. Okla.) before
Judge Timothy D. DeGiusti.  The case was filed May 12, 2011.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the
Debtors as counsel.

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

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

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


HARLAN LABORATORIES: S&P Lowers Corporate Credit Rating to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Indianapolis-based Harlan Laboratories Inc. to
'CCC' from 'CCC+'.  The outlook remains negative.

S&P lowered the rating on the company's senior secured credit
facility to 'CCC' (the same as the corporate credit rating) from
'CCC+'.  S&P's '3' recovery rating on the company's senior secured
credit facilities remains unchanged, reflecting its expectation
for meaningful (50%-70%) recovery in the event of payment default.

"Our rating action on Harlan reflects our view that it is
increasingly unlikely that the company will be able to execute a
debt refinancing prior to the July 2014 term loan maturity because
of its current operating performance.  On a year-to-date basis,
Harlan has experienced double-digit revenue contraction, which is
meaningfully weaker than the low-single-digit revenue declines we
previously expected," said credit analyst Shannan Murphy.  "In
addition, this level of operating performance is inconsistent with
the modest revenue expansion that competitors have experienced,
which suggests Harlan is losing market share.  While Harlan has
taken some cost actions that should enable the company to maintain
nearly flat EBITDA margins, covenant cushions have tightened to
the low-single digits as of June 30, and we believe a breach is
likely as soon as the quarter ending Sept. 30.  Because free cash
flow remains positive, we think lenders would be willing to waive
a breach in the near term."

The negative outlook reflects S&P's view that the company could
default on its term loan when it matures in July 2014 absent very
accommodating capital market conditions, sponsor support, or an
unexpected, dramatic improvement in operating performance.  It
also reflects S&P's view that a covenant violation is possible in
the near term, as well as its expectation that lenders would be
likely to waive a near-term breach because the company is still
generating cash.

S&P could lower its rating if it believes the company cannot
avoida default on its obligations is (for example, if the company
announces its intentions to forego an interest payment or
restructure its debt).  S&P might also consider default
unavoidable if the company's business performance deteriorates
further, resulting in negative free cash flow generation that
leads to diminishing cash balances.  In this instance, S&P would
consider interest payments to be at risk.  S&P could also lower
its rating if the company breaches its financial covenants and is
unable to obtain a waiver or amendment from its banks.  S&P views
covenant breach as a possibility in the near term.

Based on the very short timeframe until the term loan matures, an
upgrade based on stronger operating performance alone would be
unlikely.  Rather, S&P would only consider a higher rating if the
company proposes a credible refinancing scenario that alleviates
near-term covenant and maturity pressures while still allowing the
company to generate at least breakeven free cash flow.  Under such
a scenario, a multi-notch upgrade outside of the 'CCC' rating
category would be possible.


HEALTHSOUTH CORP: Moody's Affirms Ba3 Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
Rating of HealthSouth Corporation to SGL-1 from SGL-2. Moody's
also assigned a Baa3 (LGD 1, 7%) rating to HealthSouth's $600
million senior secured revolving credit facility expiring 2018,
which replaced a revolver expiring in 2017 -- the rating of which
will be withdrawn. Moody's also affirmed HealthSouth's existing
ratings, including the Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating. The outlook for the ratings is
stable.

The upgrade of the Speculative Grade Liquidity Rating to SGL-1
from SGL-2 reflects Moody's expectation that the company's
liquidity will remain very good over the next 12-18 months.
Despite the recently initiated quarterly dividend, Moody's expects
that HealthSouth will continue to generate robust free cash flow
that can sufficiently fund investments that will contribute to the
company's growth, including both the opening of de novo facilities
and acquisitions.

Following is a summary of Moody's rating actions.

Rating upgraded:

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

Ratings affirmed / LGD assessments revised:

  Senior unsecured shelf at (P)B1

  Senior notes at B1 (LGD 4, 63%) from B1 (LGD 4, 64%)

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

Ratings assigned:

  Senior secured revolving credit facility expiring 2018 at Baa3
  (LGD 1, 7%)

Ratings withdrawn:

  Senior secured revolving credit facility expiring 2017 at Baa3
  (LGD 1, 8%)

Ratings Rationale:

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderate leverage and strong interest coverage. Moody's expects
that healthy cash flow will allow the company to grow its business
without the use of incremental debt. Moody's also acknowledges
that HealthSouth's considerable scale in the inpatient
rehabilitation sector and geographic diversification should allow
the company to adjust to or mitigate payment reductions more
easily than many other inpatient rehabilitation providers.
However, Moody's also considers risks associated with
HealthSouth's reliance on the Medicare program for a significant
portion of revenue and limited services in one niche of the post-
acute continuum of care.

The ratings could be upgraded if HealthSouth can sustain debt to
EBITDA below 3.0 times and EBITA to interest above 3.5 times.
Moody's would also have to see the company remain disciplined in
regards to shareholder returns and their potential to impact
credit metrics. Finally, Moody's would need to gain comfort around
the company's high exposure to Medicare and the potential for
negative reimbursement changes prior to a ratings upgrade.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.0 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition,
an increased appetite for debt financed shareholder initiatives,
or deterioration in operating performance, the ratings could be
downgraded.

The principal methodology used in this rating was the Global
Healthcare Service Providers 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.

HealthSouth is the largest operator of inpatient rehabilitation
hospitals in terms of revenue and number of facilities. The
company serves patients through its network of inpatient
rehabilitation hospitals, outpatient rehabilitation satellite
clinics and home health agencies. HealthSouth recognized revenue
of nearly $2.2 billion in the twelve months ended June 30, 2013
after considering the provision for doubtful accounts.


HEALTHWAREHOUSE.COM INC: Scott M. Johnson Holds 8.7% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Scott M. Johnson and his affiliates disclosed
that as of Sept. 13, 2013, they beneficially owned 2,296,761
shares of common stock of HealthWarehouse.com, Inc., representing
8.73 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/akxzqK

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.  As of Dec. 31, 2012, the Company had $2.15
million in total assets, $9.94 million in total liabilities and a
$7.79 million total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company said the delay in filing its Form 10-K resulted in the
loss of its quotation privileges, on the OTCQB market tier and the
liquidity for its common stock could be adversely affected by
reducing the ability or willingness of broker-dealers to make a
market in or otherwise sell the Company's shares and the ability
of our stockholders to sell their shares in the secondary market.
The Company's common stock currently trades on the OTC Pink market
tier.  Furthermore, on or about April 16, 2012, the Company lost
its Rule 144(i)(2) exemption which prevents the sale of restricted
stock into the public market.

                         Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan.  There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in its annaul report for
the year ended Dec. 31, 2012.


HELIOS USA: In Receivership, Cuts 24 Jobs
-----------------------------------------
Biztimes.com reports that Milwaukee-based solar panel manufacturer
Helios USA has closed, and about 24 employees have been laid off.

According to the report, the company filed for receivership in
Milwaukee County Circuit Court.  Judge Paul Van Grunsven named
Milwaukee Attorney Michael Polsky the receiver for the Menomonee
Valley company, according to court filings, the report relates.

The report notes that leaders at Helios, which manufactures mono-
crystalline solar modules, had often expressed concerns about
competition with lower-priced products imported by Chinese solar
panel manufacturers.

The company opened in 2009 with funding from private equity, bank
loans and government financing.  It began producing solar panels
in 2011.

According to the report, Wisconsin's now-defunct Department of
Commerce provided a US$1.3 million loan to Helios in 2009 as part
of the state energy loan program.  The loan is now administered by
the Wisconsin Economic Development Corporation, which recently
issued a past due notice for US$116,951, according to Tom
Thieding, WEDC corporate communications manager.  The payment was
due August 1.

The Milwaukee Economic Development Corporation provided a $650,000
loan to Helios, of which US$380,000 is still outstanding,
according to Jeff Fleming, Department of City Development
spokesman, the report discloses.

The report notes that Atty. Polsky shuttered Helios and laid off
about 24 employees who remained, according to David Latona,
executive vice president of the MEDC.  Atty. Polsky will now
assess the assets and debts of the company, then put it up for
sale in some form.

"He basically controls the assets of the entity, and he has to
market them. . . . He has to basically sit down and do an analysis
and determine what's the best strategy for the business," the
report quoted Mr. Latona as saying.

The report notes that MEDC and other creditors will then have the
right of first refusal on any sale, Atty. Polsky said.

The report relates that Atty. Polsky said its possible Helios
could reopen, but unlikely because several other solar
manufacturers have recently closed due to the Chinese competition
issue.


HERCULES OFFSHORE: Files Fleet Status Report as of September 15
---------------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.com/a report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of Sept. 15, 2013),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for August
2013, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/xtCmuP

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  As of June 30, 2013, the Company had $2.15 billion in total
assets, $1.23 billion in total liabilities and $917.27 million in
total equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HERCULES OFFSHORE: Moody's Rates New $300MM Sr. Unsec. Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hercules
Offshore, Inc.'s proposed $300 million senior unsecured notes due
2021. Net proceeds from this offering will be used to tender for
the 10.5% senior notes due in 2017 and to redeem any of the 10.5%
senior notes not purchased in the tender offer. The outlook
remains negative.

"Moody's views this transaction as a straightforward refinancing
of more expensive debt," stated Michael Somogyi, Moody's Vice
President -- Senior Analyst. "Hercules's leverage profile remains
elevated, however, following the debt-financed acquisition of
Discovery Offshore S.A. (unrated)."

Assignments:

Issuer: Hercules Offshore, Inc.

  $300 million Senior Unsecured Regular Bond/Debenture, Assigned
  B3

  $300 million Senior Unsecured Regular Bond/Debenture, Assigned
  a range of LGD5, 70%

Changes:

Issuer: Hercules Offshore, Inc.

  $400 million Senior Unsecured Regular Bond/Debenture Jul 15,
  2021, changed to a range of LGD5, 70% from a range of LGD4, 66%

  $200 million Senior Unsecured Regular Bond/Debenture Apr 1,
  2019, changed to a range of LGD5, 70% from a range of LGD4, 66%

Ratings Rationale:

The senior unsecured notes are rated B3, one notch beneath the
Corporate Family Rating of B2, under Moody's Loss Given Default
Methodology. Hercules' senior unsecured notes are subordinate to
the potential priority claim of its $150 million secured revolving
credit facility and its $300 million senior secured notes to the
company's assets. The Ba3 rating on Hercules' $300 million senior
secured notes is two notches higher than the B2 CFR. This reflects
its senior standing in the capital structure and the support that
is provided by the company's approximately $900 million of senior
unsecured notes in a default scenario. However, Moody's has
implemented a one notch downward override of the Loss Given
Default model and capped the senior secured notes at Ba3 because
the notes will not have a lien on the two jackup rigs acquired
from Discovery Offshore and the recovery value of Hercules' aging
commodity jack up fleet would have a lower recovery value in a
distressed sale after an event of default.

Hercules' B2 CFR is restrained by its high leverage profile and
execution risk stemming from the debt-financed acquisition of
Discovery Offshore S.A. Hercules recently contracted Hercules
Triumph, one of Discovery's two high specification jackup rigs,
for work in the Indian Ocean with Cairn India Limited for a
dayrate of about $215,000 over a 110 day contract. Hercules
Resilience, the second of Discovery's rigs, is in the shipyard for
construction and remains un-contracted. The B2 CFR is supported by
improving cash flows driven by robust operator activity in the
shallow-water Gulf of Mexico and International offshore markets.
Improved economics from liquids-rich wells has bolstered operator
activity and, combined with a tightness in rig supply, continues
to support positive day-rate progression and extended contract
durations. The improving market conditions support positive cash
flow generation, which Moody's expects to continue for at least
the next 18 to 24 months as old contracts are renewed with higher
day-rates and extended terms.

Hercules should have adequate liquidity through the end of 2014.
Hercules had a cash balance of $41 million and full availability
on its $75 million revolving bank credit facility as of June 30,
2013. In July, the company amended its credit agreement to
increase the borrowing base to $150 million and extend the
maturity to July 2018. Together with the remaining proceeds from
the $400 million senior unsecured notes offering in June 2013 and
roughly $105 million proceeds from non-core asset sale proceeds,
Hercules will have sufficient liquidity to fund the final payment
due on the second newbuild, high specification jackup rig
(Resilience). Access under the amended revolving credit facility
will be predicated on remaining in compliance with a maximum 3.5x
senior secured bank debt to consolidated EBITDA leverage ratio
covenant, against which Moody's expects the company to remain in
compliance.

The rating outlook is negative. In order to stabilize the outlook,
Hercules will have to secure a contract for the second Discovery
jackup rig, Resilience, in line with expectations. A positive
ratings action could be considered if Hercules's ratio of total
debt to EBITDA is sustained below 2.5x while maintaining good
liquidity. Should leverage be sustained in excess of 5.0x or
liquidity deteriorate, the ratings could be considered for
downgrade.

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology published in December 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.

Hercules Offshore, Inc. is headquartered in Houston, TX and is a
provider of offshore contract drilling and liftboat services with
operations principally in the shallow water Gulf of Mexico and in
a number of international locations.


HERCULES OFFSHORE: S&P Assigns 'B' Rating to $300MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating (the same as the corporate credit rating) and '4'
recovery rating to Hercules Offshore Inc.'s $300 million senior
unsecured notes due 2021.  The recovery rating indicates S&P's
expectation of average recovery (30% to 50%) in the event of
default.

Hercules plans to use the proceeds from the note issuance to
refinance its existing $300 million 10.5% notes due October 2017.
Refinancing the 10.5% notes will eliminate a key covenant that
required the company to make the 10.5% notes secured if total
secured debt exceed $375 million.

S&P's recovery analysis incorporates the higher availability under
the company's revolving credit facility ($150 million compared
with $75 million previously due to the 10.5% note covenant).  The
simulated default scenario for S&P's recovery analysis assumes
that the revolving credit facility will be fully drawn at default,
which results in a slightly lower recovery expectation on the
company's unsecured notes as compared to S&P's prior analysis,
however the recovery continues to remain within the average (30%
to 50%) range, consistent with our '4' recovery rating.

S&P's ratings on Hercules reflects its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry.  The ratings also
incorporates S&P's expectation that operating performance will
likely improve during the next year due to strong day rates in the
U.S. Gulf of Mexico and international offshore segment for its
jack-up rigs.  The ratings also incorporate the company's high
degree of financial leverage presently, which is expected to
decline over the next year.

Ratings List

Hercules Offshore Inc.
Corporate Credit Rating                       B/Stable/--

New Rating
Hercules Offshore Inc.
$300 mil sr unsecd notes due 2021            B
  Recovery Rating                             4


HILTON WORLDWIDE: Moody's Assigns 'B1' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and B1-PD Probability of Default Rating to Hilton Worldwide
Finance, LLC ("The Restricted Group") a newly formed wholly owned
subsidiary of Hilton Worldwide Holdings Inc. The Restricted Group
includes the hotel management and franchise business, timeshare
operations, joint ventures, leased assets, and owned real estate
other than the 23 hotels owned in the U.S. and the Waldorf=Astoria
New York which are owned by the Unrestricted Group.

Moody's assigned a Ba3 rating to Hilton's proposed senior secured
debt offering comprised of a $1.0 billion revolver due 2018, $850
million B-1 term loan due 2018, $5.0 billion B-2 term loan due
2020, and $1.25 billion senior secured first priority notes due
2021. Moody's assigned a B3 rating to Hilton's proposed $2.0
billion senior unsecured notes which will consist of 2021 and 2023
maturities. The rating outlook is stable.

The senior secured bank facilities and first priority senior notes
will be secured by all of the tangible and intangible assets of
the Restricted Group and will be guaranteed by HWH and its U.S.
subsidiaries. Through separate unrestricted subsidiaries, the
company is also expected to enter into a new $3.5 billion CMBS
loan secured by its U.S. owned hotel real estate and a $525
million loan secured by the Waldorf=Astoria New York hotel. These
assets will not secure the debt of the Restricted Group. The
proceeds of these proposed debt offerings by the Restricted and
Unrestricted Groups will be used to refinance the company's
existing debt. While Moody's will review and monitor the credit
and liquidity of each borrowing entity within the corporate
structure, the ratings are based upon a consolidated assessment of
HWH.

New Ratings Assigned:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  $1.0 billion revolving credit facility due 2018 at Ba3 (LGD 3,
  32%)

  $850 million B-1 Term loan due 2018 at Ba3 (LGD 3, 32%)

  $5.0 billion B-2 Term loan due 2020 at Ba3 (LGD 3, 32%)

  $1.25 billion First priority senior notes due 2021 at Ba3 (LGD
  3, 32%)

  $2.0 billion senior unsecured note split between 2021 and 2023
  maturities at B3, (LGD 5, 86%)

Ratings Rationale:

"The B1 Corporate Family Rating reflects leverage that is high for
the rating category particularly in light of the industry's
sensitivity to economic cycles that can lead to significant
earnings pressure at times," said Moody's analyst Peggy Holloway.
"The ratings also reflect Hilton's large scale of global
operations, well recognized brands, good diversification by
geography and industry segment, and low capital intensity of the
company's hotel management and franchise business segment which
should help Hilton weather cyclical downturns," added Holloway.
This hotel and management business segment accounts for about 52%
of company Adjusted EBITDA. The ratings also considers that
Hilton's contingent guaranty exposure is small and its
unconsolidated real estate joint ventures are reasonably
leveraged.

Moody's estimates Hilton's 2013 adjusted debt/EBITDA will
approximate 6.9 times, 6.5 times if the contemplated initial
public offering is consummated. According to Moody's Global
Lodging and Cruise Methodology, the range for debt/EBITDA in the
'B' rating category is 5.0 - 6.25 times. The company's high
leverage partly mitigated by Moody's positive outlook for lodging
demand, no significant debt maturities, adequate interest coverage
-- EBIT/interest of about 1.8 times, and Moody's expectation
management will use its free cash flow to reduce debt. The company
will be subject to a mandatory excess cash flow mechanism.

Pursuant to Moody's Loss Given Default methodology, the ratings of
the senior secured bank facilities and the first lien notes are
rated above the Corporate Family Rating reflecting the support
they receive from the unsecured debt in the capital structure that
represents about 20% of total debt. The ratings of the unsecured
notes, are notched down from the Corporate Family Rating
reflecting the significant level of senior ranking secured debt.

Although Moody's ratings are based upon a consolidated view of
HWH, including debt incurred by HW Propco ("Unrestricted Group")
the debt of HW Propco is excluded from Moody's Loss Given Default
("LGD") analysis because these assets are held in bankruptcy
remote entities. Moody's also excludes debt secured by timeshare
receivables from Moody's LGD analysis because the receivables are
held within bankruptcy remote entities and the debt is assumed to
be self-liquidating from receivable cash flows.

The stable rating outlook reflects Moody's view that a modest
global economic recovery will drive improvement in the lodging
operating environment in 2013 and into 2014 with revenue per
available room ("RevPAR") up between 4%-7%. HWH has filed for a
$1.25 billion initial public offering ("IPO") with proceeds going
towards debt reduction. As a result, Moody's expects adjusted
debt/EBITDA in 2014 will decline to about 6.5 times or 6.1 times,
if the planned IPO closes. Rising RevPar and a pipeline of room
additions are expected to drive higher earnings and free cash flow
that Moody's expects Hilton will use to reduce debt over time.

The stable rating outlook also considers Hilton's very good
liquidity profile. After capital and investment spending, and
mandatory debt amortization, Moody's estimate Hilton can generate
free cash flow of approximately $400 million over the next 12
months. The company will put in place a $1.0 billion five year
revolver that will have initial loans outstanding of approximately
$250 million. Moody's expects loan amounts outstanding will be
repaid from anticipated IPO proceeds.

Ratings could be upgraded if Hilton reduces and is willing to
maintain debt/EBITDA at or below time 5.5 times EBIT/interest of
at least 2.0 times. Ratings could be lowered if debt/EBITDA rises
above current levels and/or free cash flow significantly
deteriorates.

Hilton Worldwide Holdings, Inc. is the parent of Hilton Worldwide
Finance, LLC. The Restricted Group includes: the hotel management
and franchise business, timeshare operations, joint ventures,
leased assets, and owned real estate other than the 23 hotels
owned in the U.S. and the Waldorf=Astoria New York which are owned
by the Unrestricted Group.

The principal methodology used in this rating was the Global
Lodging & Cruise Industry Rating Methodology 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.


HILTON WORLDWIDE: S&P Assigns 'BB-' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned Hilton Worldwide
Holdings Inc. a 'BB-' corporate credit rating.  The outlook is
stable.

At the same time, S&P assigned the company's proposed
$6.85 billion senior secured credit facility (consisting of a
$1 billion revolver due 2018, an $850 million term loan B-1 due
2018, and a $5 billion term loan B-2 due 2020) its 'BB' issue-
level rating (one notch above the corporate credit rating), with a
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.

S&P also assigned the company's proposed $1.25 billion senior
secured notes due 2021 its 'BB' issue-level rating (one notch
above the corporate credit rating), with a recovery rating of '2'.

In addition, S&P assigned the company's proposed $1 billion senior
unsecured notes due 2021 and $1 billion senior unsecured notes due
2023 its 'B' issue-level rating (two notches below the corporate
credit rating), with a recovery rating of '6', indicating S&P's
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default.

Hilton plans to use the proceeds from these debt issuances, along
with proceeds from a planned and not-yet-rated $3.5 billion CMBS
issuance and a $525 million bank loan secured by the Waldorf
Astoria New York, to repay existing debt balances.

The 'BB-' corporate credit rating reflects S&P's assessment of
Hilton's business risk profile as "strong" and its assessment of
the company's financial risk profile as "highly leveraged,"
according to its criteria.

"Our assessment of Hilton's business risk profile as strong
reflects Hilton's large and globally diversified lodging portfolio
of quality brands that target multiple price segments, an
experienced management team, and an increasing focus on managing
and franchising hotels rather than ownership.  In addition,
favorable long-term demographic trends and increasing travel
patterns around the world support our favorable view of lodging in
general.  We believe Hilton is well positioned to compete
effectively for hotel demand and third-party capital investment in
growing its system of managed and franchised rooms.  Partly
offsetting these strengths are the highly cyclical nature of
lodging and the susceptibility of the travel and leisure industry
to global political, security, and financial events," S&P said.

"Our assessment of Hilton's financial risk as highly leveraged
reflects our expectation that adjusted debt to EBITDA will likely
be in the low-7x area in 2013 and in the mid-6x area in 2014.
Debt adjustments include operating leases, pension obligations,
guarantees, joint ventures obligations, and Hilton's timeshare
captive finance unit.  Partly offsetting high leverage is Hilton's
strong liquidity position and our expectation that EBITDA coverage
of interest expense will be good, at about 3x, through 2014," S&P
added.


HOVNANIAN ENTERPRISES: Unit Completes Offering of $41.5MM Notes
---------------------------------------------------------------
K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of
Hovnanian Enterprises, Inc., completed a registered underwritten
public offering of $41,581,000 aggregate principal amount of 6.25
percent senior notes due 2016, pursuant to an underwriting
agreement dated Sept. 11, 2013, among K. Hovnanian, Hovnanian, as
guarantor, the subsidiary guarantors named therein, and Credit
Suisse Securities (USA) LLC.  In connection with the consummation
of the offering of the Notes, K. Hovnanian, Hovnanian, the
subsidiary guarantors party thereto and Deutsche Bank National
Trust Company, as successor trustee, entered into an Eleventh
Supplemental Indenture dated Sept. 16, 2013, to the Indenture
dated as of Aug. 8, 2005, among K. Hovnanian, Hovnanian, the
subsidiary guarantors party thereto and the Trustee.  The Notes
were issued as additional 6.25 percent Senior Notes due 2016 under
the Indenture.

Hovnanian and most of its existing and future restricted
subsidiaries are guarantors of the Notes.  Hovnanian's home
mortgage subsidiaries, certain of its title insurance
subsidiaries, joint ventures, subsidiaries holding interests in
its joint ventures and its foreign subsidiary are not guarantors
or restricted subsidiaries.

The Notes bear interest at 6.25 percent per annum and mature on
Jan. 15, 2016.  Interest is payable semi-annually on January 15
and July 15 of each year, beginning on Jan. 15, 2014, to holders
of record at the close of business on January 1 or July 1, as the
case may be, immediately preceding each such interest payment
date.

The Indenture contains restrictive covenants that limit among
other things, the ability of Hovnanian and certain of its
subsidiaries, including K. Hovnanian, to incur additional
indebtedness, pay dividends and make distributions on common and
preferred stock, repurchase common and preferred stock, make other
restricted payments, make investments, sell certain assets, incur
liens, consolidate, merge, sell or otherwise dispose of all or
substantially all of its assets and enter into certain
transactions with affiliates.  The Indenture also contains
customary events of default which would permit the holders of the
Notes to declare those Notes to be immediately due and payable if
not cured within applicable grace periods, including the failure
to make timely payments on the Notes or other material
indebtedness, the failure to satisfy covenants and specified
events of bankruptcy and insolvency.

Hovnanian intends to use the net proceeds from the offering of the
Notes to fund the redemption of all of K. Hovnanian's outstanding
6.5 percent Senior Notes due 2014 and 6.375 percent Senior Notes
due 2014 and to pay related fees and expenses.  As of July 31,
2013, there were approximately $36.7 million aggregate principal
amount of 6.5 percent Senior Notes outstanding and approximately
$3 million aggregate principal amount of 6.375 percent Senior
Notes outstanding.  On Sept. 16, 2013, concurrently with the
closing of the offering, K. Hovnanian issued notices of redemption
to holders of the 2014 Notes specifying a redemption date for the
2014 Notes of Oct. 15, 2013.

In connection with the Redemption, on Sept. 16, 2013, Hovnanian
effected a covenant defeasance of the indentures governing the
2014 Notes.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

As of July 31, 2013, the Companies' balance sheet showed $1.66
billion in total assets, $2.13 billion in total liabilities and a
$467.20 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

As reported in the TCR on Aug. 5, 2013, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.
to Caa1 from Caa2.  The upgrade reflects both the industry's
growing strength and Hovnanian's own improved results, which make
it far less likely that the company will default on its debt
obligations.


iGPS COMPANY: Court Approves Name Change to "Pallet Company LLC"
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the chief restructuring officer for IGPS Company LLC to amend the
case caption.

As reported in the Troubled Company Reporter on Aug. 22, 2013,
the Debtor asked the Court to enter an order amending the case
caption used in its Chapter 11 case to "Pallet Company LLC."

According to the Debtor's counsel, Jeffrey M. Schlerf, Esq., at
Fox Rothschild LLP, in Wilmington, Delaware, the Court entered an
order approving the Debtor's sale of substantially all of its
assets to iGPS Logistics LLC pursuant to an amended asset purchase
agreement, dated July 29, 2013, by and between the Purchaser and
the Debtor.  On Aug. 1, 2013, the Debtor and the Purchaser closed
the sale.  Mr. Schlerf states that pursuant to the APA, the
Seller must take all steps necessary to formally change its name
to a name that does not include "iGPS" or any similar word,
acronym or terminology and will cease any further use thereof.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild
LLP, in Wilmington, Delaware; and John K. Cunningham, Esq.,
Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., Fan B. He, Esq.,
at White & Case LLP, in Miami, Florida, also represent the Debtor.

The Plan proposes to transfer to a liquidation trust all of the
remaining assets of the Debtor.  Under the Plan, Priority Claims
(Class 1) and Non-Lender Secured Claims (Class 2) are unimpaired
and will recover 100% of the allowed claim amount.  Unsecured
Claims (Class 3) are impaired and will receive its pro rata share
of the available proceeds.  Equity Interests (Class 4) are also
impaired and will be canceled on the effective date.

The Official Committee of Unsecured Creditors is represented by
the law firm of McKenna Long & Aldridge LLP, as its counsel, and
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware
counsel.  The Committee tapped to retain Emerald Capital Advisors
as its financial advisors.


INFORMATION RESOURCES: S&P Assigns 'B+' Rating to $617.5MM Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Information Resources Inc. to negative from stable.  The 'B+'
corporate credit rating is affirmed.

At the same time, S&P assigned the proposed $617.5 million term
loan due 2020 and $50 million revolving credit facility due 2018
our 'B+' issue-level rating, with a recovery rating of '3',
indicating its expectation for average (50% to 70%) recovery for
senior secured debtholders in the event of a payment default.

The outlook revision to negative reflects S&P's expectation that
leverage will remain above our 6x threshold for the rating over
the next 12 to 18 months as a result of the debt-financed
acquisition of Aztec and increased expenses related to IRI's data
center migration.  S&P expects cash charges related to the
migration will depress EBITDA through 2014.  Pro forma for the
transaction, but excluding one-time data center migration
expenses, leverage for the 12 months ended June 30, 2013, was
roughly 6.1x.

"Our rating on IRI incorporates our assumptions that revenue will
grow modestly following the Aztec acquisition and that credit
measures will improve significantly once the company's data center
migration is complete.  Specifically, we expect leverage will
return below 6x. IRI's business profile is "weak," in our opinion,
because of its narrow business base, lack of critical mass in
revenue and EBITDA, and keen competition.  We view IRI's financial
profile as "aggressive" because we believe its private equity
shareholders aim to maximize returns through debt-financed
acquisitions and/or cash distributions. We assess the company's
management and governance as "fair"," S&P said

S&P could lower the rating if the time horizon of the planned data
center migration is extended beyond mid-2014 or the company is not
able to achieve expected synergies and adjusted debt leverage,
excluding one-time data center migration expenses, remains above
6x beyond 2014.  This could also happen if the company makes
additional debt-financed acquisitions.

S&P could revise the outlook to stable if it believes the data
center migration is proceeding as planned and IRI will be able to
achieve cost savings in the second half of 2014.  A stable outlook
would also hinge on the company achieving modest synergies from
the Aztec transaction and performance that supports S&P's
expectation that leverage will fall below 6x on a sustained basis.


INNKEEPERS USA: Chatham Announces Key Joint Venture Transactions
----------------------------------------------------------------
Chatham Lodging Trust, a hotel real estate investment trust (REIT)
focused on investing in upscale extended-stay hotels and premium-
branded select-service hotels, on Sept. 17 announced several key
events related to its 10.3 percent interest in a joint venture
with affiliates of Cerberus Capital Management.  The joint venture
was formed to acquire most of the former Innkeepers USA Trust
hotel portfolio out of bankruptcy in October 2011.

The joint venture recently refinanced its existing debt with a new
$950 million, non-recourse loan with JPMorgan Chase Bank, National
Association.  Collateralized by the remaining 51, core hotels in
the Innkeepers portfolio, the new, five-year, interest only loan,
which is comprised of a two-year loan with three, one-year
extension options, carries an interest rate of one month LIBOR
plus 480 basis points.  The previous loans carried an average
interest rate of approximately 6.74 percent.  In connection with
the loan closing, the joint venture pre-funded approximately $52
million of capital expenditures related to future renovations at
the joint venture's hotels and $5 million of other customary,
lender required reserves.

"When the Innkeepers acquisition closed in late 2011, the joint
venture assumed a $675 million, fixed rate, long-term loan, and we
negotiated a key provision that allowed us to repay the loan
anytime without prepayment penalty or defeasance," said Dennis
Craven, Chatham's chief financial officer.  "Since closing the
Innkeepers acquisition, the value of the joint venture portfolio
has risen significantly, and we were able to opportunistically
refinance all of the joint venture's $786 million of debt,
reducing the joint venture's interest costs by approximately $5.5
million per year based on current LIBOR rates, extending the
maturity of the Innkeepers portfolio debt to 2018 and pre-funding
a significant amount of capital expenditures."

Additionally, the Innkeepers joint venture has completed its non-
core hotel disposition strategy with the sale of the last of its
13, non-core hotels last week.  Total sales proceeds to the joint
venture related to the sale of the 13 hotels were approximately
$75 million.

With the use of proceeds from the refinancing, non-core asset
sales and cash generated from operating profits, the Innkeepers
joint venture made distributions this month of approximately $118
million to its partners, with Chatham receiving approximately $12
million.  At the time of establishment of the joint venture,
Chatham invested $37 million for its 10.3 percent interest in the
Innkeepers joint venture.  To date, Chatham has received
distributions of approximately $33.2 million, or approximately 90
percent of its original investment.

"We seized upon the unique opportunity to acquire the Innkeepers
portfolio at a great price, confirmed by the fact that the joint
venture has returned approximately 90 percent of our original
investment less than two years from acquisition," highlighted
Jeffrey H. Fisher, Chatham's chief executive officer.  "We
estimate the joint venture portfolio value today to be
approximately $1.3 billion.  With industry experts predicting
healthy RevPAR and earnings growth in the coming years, we are
thrilled with the potential value of our promoted interest which
we believe can increase our share of cash flow from the current
10.3 percent to more than 20 percent if certain returns are
achieved."

                   About Chatham Lodging Trust

Chatham Lodging Trust -- http://www.chathamlodgingtrust.com-- is
a self-advised REIT that was organized to invest in upscale
extended-stay hotels and premium-branded, select-service hotels.
The company owns interests in 74 hotels totaling 10,117
rooms/suites, comprised of 22 hotels it wholly owns with an
aggregate of 3,022 rooms/suites in 12 states and the District of
Columbia and holds a minority investment in two joint ventures
that own 52 hotels with an aggregate of 7,095 rooms/suites.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

In October, Innkeepers USA Trust and its affiliates disclosed that
the company had successfully completed its restructuring and
emerged from Chapter 11.

The Company emerged following the closing of the $1.02 billion
sale of 64 Innkeepers' hotels to a joint venture between the
private equity firm Cerberus Capital Management, L.P. and the real
estate investment trust Chatham Lodging that was approved by the
U.S. Bankruptcy Court, Southern District of New York.  Chatham
Lodging had previously purchased five of the Company's hotels that
served as collateral for loan trusts serviced by LNR Partners,
LLC, for approximately $195 million.

A substantial majority of the Company's unsecured creditors are
expected to receive a recovery of more than 90 cents on the
dollar.


INOVA TECHNOLOGY: Incurs $1.1 Million Net Loss in Fiscal Q1
-----------------------------------------------------------
Inova Technology Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.09 million on $7.61 million of revenues for the three months
ended July 31, 2013, as compared with a net loss of $117,598 on
$6.47 million of revenues for the same period during the prior
year.  The increase in the net loss is mainly due to higher
interest expense and professional fees and lower gross profit.

As of July 31, 2013, the Company had $6.48 million in total
assets, $23.98 million in total liabilities and a $17.50 million
total stockholders' deficit.

Cash used by operations for the three month period ended July 31,
2013, was $289,071 as compared to cash provided by operations of
$140,447 for the three months ended  July 31, 2012.  Cash used in
investing activities for the three month period ended July 31,
2012, and July 31, 2013 was $0.  Cash provided by financing
activities for the period ended July 31, 2012, was $83,082, as
compared to $14,257 used in financing activities for the three
months ended July 31, 2013.

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

                        http://is.gd/jJZNGN

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

Inova incurred a net loss of $6.62 million on $18.68 million of
revenues for the year ended April 30, 2013, as compared with a net
loss of $1.24 million on $21.20 million of revenues for the year
ended April 30, 2012.

Malonebailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2013.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2013, and 2012 and has a working capital deficit as of
April 30, 2013.  These factors raise substantial doubt about
Inova's ability to continue as a going concern.


INSPIREMD INC: Amends Report on Option Grant to Campbell Rogers
---------------------------------------------------------------
InspireMD, Inc., filed with the U.S. Securities and Exchange
Commission an amended report to correct the statement that the
option granted to Dr. Campbell Rogers is subject to the terms and
conditions of the 2011 U.S. Equity Incentive Plan, a sub-plan of
the Company's 2011 Umbrella Option Plan.  The option is an
inducement grant made outside that plan.  No other change has been
made to the Report.

On Sept. 3, 2013, the Board of Directors of InspireMD appointed
Dr. Rogers as a Class III member of the Board, effective as of the
same date, with a term expiring at the Company's 2014 annual
meeting of stockholders.  In connection with his appointment, Dr.
Rogers was granted an option to purchase 125,000 shares of the
Company's common stock on Sept. 3, 2013, at an exercise price of
$2.12, which was the closing price of the Common Stock on the date
of grant pursuant to a stand-alone award agreement outside of the
Company's 2011 Umbrella Option Plan.  The Rogers Option vests and
becomes exercisable in three equal annual installments beginning
on the one-year anniversary of the date of grant, provided that in
the event that Dr. Rogers is either (i) not reelected as a
director at the Company's 2014 annual meeting of stockholders, or
(ii) not nominated for reelection as a director at the Company's
2014 annual meeting of stockholders, the option vests and becomes
exercisable on the date of Dr. Rogers's failure to be reelected or
nominated.  The Rogers Option has a term of 10 years from the date
of grant.  The Company has also agreed to pay Dr. Rogers an annual
stipend of $25,000.

Dr. Rogers has served as chief medical officer of HeartFlow, Inc.,
a cardiovascular diagnostics company, since March 2012.  Prior to
joining HeartFlow, he was the chief scientific officer and Global
Head of Research and Development at Cordis Corporation, Johnson &
Johnson, where he was responsible for leading investments and
research in cardiovascular devices, from July 2006 to March 2012.
Prior to that, he was Associate Professor of Medicine at Harvard
Medical School and the Harvard-M.I.T. Division of Health Sciences
and Technology, and Director of the Cardiac Catheterization and
Experimental Cardiovascular Interventional Laboratories at Brigham
and Women's Hospital.  He served as Principal Investigator for
numerous interventional cardiology device, diagnostic, and
pharmacology trials, is the author of numerous journal articles,
chapters, and books in the area of coronary artery and other
cardiovascular diseases, and was the recipient of research grant
awards from the NIH and AHA.  He received his A.B. from Harvard
College and his M.D. from Harvard Medical School.

On Sept. 3, 2013, Ofir Paz resigned as a member of the Board,
effective as of the same date.  Mr. Paz is not resigning because
of a disagreement with the Company or on any matter relating to
its operations, policies or practices.

                           About InspireMD

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

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

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.31 million on $3.37 million of
revenues.  The Company's balance sheet at March 31, 2013, showed
$9.79 million in total assets, $13.20 million in total
liabilities, and a $3.40 million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INTELLICELL BIOSCIENCES: Incurs $4.1 Million Net Loss in 2012
-------------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $4.15 million on $534,942 of revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $32.83 million
on $99,192 of revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $3.93 million
in total assets, $8.07 million in total liabilities and a $4.13
million total stockholders' deficit.

In their report dated Sept. 13, 2013, Rosen Seymour Shapss Martin
& Company LLP stated that the Company's financial statements for
the fiscal years ended Dec. 31, 2012, and 2011, were prepared
assuming that the Company would continue as a going concern.  The
Company's ability to continue as a going concern is an issue
raised as a result of the Company's recurring losses from
operations and its net capital deficiency.  The Company continues
to experience net operating losses.  The Company's ability to
continue as a going concern is subject to its ability to generate
a profit.

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

                        http://is.gd/wjpx4b

                    About Intellicell Biosciences

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


J&J OILFIELD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J&J Oilfield Services, Inc.
          fdba Ottesen Sand and Gravel
        215 51st Avenue E
        West Fargo, ND 58078-8259

Bankruptcy Case No.: 13-30607

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       District of North Dakota (Fargo)

Judge: Shon Hastings

Debtor's Counsel: Kip M. Kaler, Esq.
                  KALER DOELING LAW OFFICE
                  121 Roberts Street
                  P.O. Box 423
                  Fargo, ND 58107-0423
                  Tel: (701) 232-8757
                  Fax: (701) 232-0624
                  E-mail: kip@kaler-doeling.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ndb13-30607.pdf

The petition was signed by Joseph J. Ottesen, president.


JAMES RIVER: Laid Off 525 Employees Over Weak Coal Markets
----------------------------------------------------------
James River Coal Company has idled coal production at several
locations in Central Appalachia due to continued weakness in the
domestic and international coal markets.

The actions will result in approximately 525 full-time employees
being furloughed.  The Company said the anticipated date to
restart these operations is unknown at this time and subject to
the coal market.

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JARDEN CORP: S&P Raises Corp. Credit Rating to BB; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Rye,
N.Y.-based Jarden Corp., including the long-term corporate credit
rating to 'BB' from 'BB-'.  The outlook is stable.  Following the
close of the Yankee Candle acquisition, total debt outstanding is
expected to be about $4.9 billion.

S&P also assigned a 'BBB-' issue-level rating to the company's
proposed $750 million senior secured term loan B-1.  The recovery
rating is '1', indicating S&P's expectation of very high (90% to
100%) recovery for lenders in the event of a payment default.
Proceeds from the new term loan B tranche, along with cash and
equity, will be used to fund the acquisition of Yankee Candle.
The senior secured term loan B-1 rating is based on proposed terms
and subject to review upon receipt of final documentation.

S&P also raised the issue-level ratings on the company's senior
secured credit facilities to 'BBB-' from 'BB+'.  The recovery
rating remains '1', indicating S&P's expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.  In addition, S&P raised the issue-level rating on the
company's 6.125% senior unsecured notes due 2022 to 'BB' from
'BB-', while the recovery rating remains '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  In addition, S&P raised the issue-level rating
on the company's subordinated notes to 'BB-' from 'B', and revised
the recovery ratings to '5' from '6', indicating S&P's expectation
for modest (10% to 30%) recovery in the event of a payment
default.

"We believe that The Yankee Candle Co. complements well Jarden's
existing portfolio of businesses, which the company has steadily
built over the past ten years, primarily via acquisitions," said
Standard & Poor's credit analyst Rick Joy.  "In our opinion, the
acquisition will be margin accretive, enhance cash flow
generation, increase scale, and provide a stronger domestic and
international growth profile for the combined company."

S&P's rating outlook on Jarden is stable, reflecting its
expectation for an improvement in credit measures.


JOSEPH M. H. LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Joseph M. H. LLC
          dba Splash Car Wash
        18 W. & 250 N. Merchants Drive
        Oswego, IL 60543

Bankruptcy Case No.: 13-36356

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: George Michael Vogl, IV, Esq.
                  LAW OFFICES OF LEDFORD & WU
                  200 S. Michigan Avenue, Suite 209
                  Chicago, IL 60604
                  Tel: (312) 294-4400
                  Fax: (312) 294-4410
                  E-mail: notice@ledfordwu.com

Scheduled Assets: $986,100

Scheduled Liabilities: $2,212,047

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/ilnb13-36356.pdf

The petition was signed by Joseph M. Haddad, president.


JOURNAL REGISTER: Wants Request for Case Dismissal Denied
---------------------------------------------------------
Pulp Finish 1 Company -- formerly known as Journal Register
Company, et al. -- ask the Bankruptcy Court to deny creditor
Arthur Mercer's motions to dismiss or relief from the automatic
stay.

Mr. Mercer commenced a civil action against The Daily Freeman, a
publication owned by Debtor Journal Register East, Inc., and
certain co-defendants on June 21, 2011, in the Supreme Court
of the State of New York, County of Ulster.  In his complaint,
Mercer alleges, among other things, that the defendants defamed
and slandered him as a result of publishing an article in The
Daily Freeman on June 18, 2010, pertaining to his arrest.
Mr. Mercer alleges that he is owed approximately $200 million from
the defendants as a result of their alleged misconduct.

The Debtors explained that, among other things:

   1. the Debtors' Bankruptcy cases were not filed in bad faith;

   2. Mr. Mercer is not entitled to relief from stay; and

   3. Mr. Mercer's request for mandatory abstention and remand
      is inappropriate.

As reported in the Troubled Company Reporter on Aug. 15, 2013, Mr.
Mercer said in his motion that the Debtors' bankruptcy filings
were made in bad faith -- solely to gain tactical litigation
advantage in pending litigation against the Debtors.

                     About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.

The Journal Register bankruptcy has been renamed Pulp Finish I
Co., after the estate sold the newspaper business to lender and
owner Alden Global Capital Ltd., mostly in exchange for $114.15
million in secured debt and $6 million cash.  After debts with
higher priority are paid, what's left from the cash and a $630,000
tax refund represents most of unsecured creditors' recovery.
There were no bids to compete with Alden's offer.  Alden paid off
financing for the bankruptcy and assumed up to $22.8 million in
liabilities, thus taking care of most trade suppliers who
otherwise would have ended up as unsecured creditors.  In
addition, the lenders waived their deficiency claims, so
recoveries by unsecured creditors won't be diluted.


KERR FOREST: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: Kerr Forest Products, LLC
             P.O. Box 51691
             Bowling Green, KY 42102-6691

Bankruptcy Case No.: 13-11112

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Western District of Kentucky (Bowling Green)

Judge: Joan A. Lloyd

Debtor's Counsel: Russ Wilkey, Esq.
                  WILKEY & WILSON, P.S.C.
                  111 W. Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: (270) 683 2229
                  E-mail: dcwilkey@wilkeylaw.com

Scheduled Assets: $500,000

Scheduled Liabilities: $1,702,000

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Kerr Forest Lumber Products, Inc.      13-11113
  Assets: $713,307
  Debts: $2,028,740

The petition was signed by Kerry Kerr, managing member and
president.

A. A copy of Kerr Forest Products, LLC's list of its three largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/kywb13-11112.pdf

B. A copy of Kerr Forest Lumber Products, Inc.'s list of its 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/kywb13-11113.pdf


LANDAUER HEALTHCARE: Carl Marks' Claster & Flynn Approved as CROs
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Landauer Healthcare Holdings,
Inc., et al., to employ Carl Marks Advisory Group LLC to provide
(i) Mark L. Claster and Michael Flynn to serve as the Debtors'
co-chief restructuring officers.

The Court, in its order, stated that notwithstanding anything in
the CMAG agreement to the contrary, the $275,000 monthly fee
payable to the firm is approved only through the closing of the
sale of the Debtors' assets.  From and after the closing, CMAG's
monthly fee will be reduced to $200,000 subject to the Committee's
right to object to same within 10 days of the closing and seek a
determination by the Court of a reasonable monthly fee for CMAG's
post-closing services.

As reported in the Troubled Company Reporter on Aug. 28, 2013,
pursuant to an engagement agreement, CMAG has agreed to provide
Messrs. Claster and Flynn to serve as co-chief CROs and additional
staff to assist the co-CROs in their duties.

The Debtors agreed to pay a fixed fee of $275,000 to CMAG on a
monthly basis in consideration of the services to be performed by
the firm, including the service of the co-CROs.  The firm will
also be reimbursed for any reasonable expenses incurred in
connection with the engagement.  The firm says it contemplate
utilizing at least two individuals who are not employees of CMAG
-- Donald Stires, Jr., and Scott Pasquith -- and potentially
others, to provide services through CMAG in connection with the
Debtors' Chapter 11 cases.

CMAG received a $100,000 retainer on July 24, 2013.  The firm also
received payment from the Debtors of invoices of $100,000 each on
July 24 and Aug. 9.  The retainer was replenished with an
additional $100,000 on Aug. 12.  All fees and expenses charged by
the firm prior to the Petition Date (approximately $223,204) were
on account of prior financial advisory services provided to the
Debtors.  As of the Petition Date, $176,795 of the retainer
remains and will be held by CMAG.

               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 retained Landis Rath & Cobb
LLP as counsel.


LANDAUER HEALTHCARE: Epiq Approved as Administrative Advisor
------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Landauer Healthcare Holdings,
Inc., et al., to employ Epiq Bankruptcy Solutions, LLC as
administrative advisor for the Debtors.

As reported in the Troubled Company Reporter, the Debtors have
already sought and obtained authority from the Court to employ
Epiq as their claims and noticing agent.

Bradley J. Tuttle assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

               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 retained Landis Rath & Cobb
LLP as counsel.


LANDAUER HEALTHCARE: K&L Gates Okayed as Lead Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Landauer Healthcare Holdings,
Inc., et al., to employ K&L Gates as general bankruptcy counsel.

The Court also authorized K&L Gates to hold the balance remaining
of the retainer as an evergreen retainer to secure K&L Gates' fees
and expenses.

As reported in the Troubled Company Reporter on Aug. 28, 2013, K&L
Gates attorneys John A. Bicks, Esq. ($850 per hour) and Mackenzie
L. Shea, Esq. ($450 per hour) will have primary responsibility for
providing services to the Debtors.  The Debtors will also
reimburse the firm for reasonable expenses incurred in connection
with its representation.

Mr. Bicks assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

The Debtors paid K&L Gates an advanced payment retainer of
$250,000 on July 23, 2013, and a replenishment of the retainer
with an additional $200,000 on Aug. 9.

               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 retained Landis Rath & Cobb
LLP as counsel.


LANDAUER HEALTHCARE: May Hire Young Conaway as Counsel
------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Landauer Healthcare Holdings,
Inc., et al., to employ Young Conaway Stargatt & Taylor, LLP as
bankruptcy attorneys.

Young Conaway is authorized to hold the remainder of the retainer
as an evergreen retainer as security for postpetition services and
expenses.

As reported in the Troubled Company Reporter on Aug. 29, 2013, the
principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates are:

         Michael R. Nestor, Esq.                 $675
         Matthew B. Lunn, Esq.                   $530
         Justin H. Rucki, Esq.                   $325
         Laurel D. Roglen, Esq.                  $285
         Melissa Romano, paralegal               $190

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

Mr. Nestor assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  The firm received a retainer in the
amount of $100,000 on Aug. 13, 2013.  The firm has applied $69,831
of the retainer to outstanding balances existing as of the
Petition 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 Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.


LEHMAN BROTHERS: Freddie Mac's $1.2 Billion Claim Not Priority
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Lehman Brothers Holdings Inc. admits it owes
the Federal Home Loan Mortgage Corp. $1.2 billion, the former
investment bank denies the debt should be paid in full as a
priority claim.

According to the report, by alleging the claim is entitled to
priority, Freddie Mac is requiring reorganized Lehman to reserve
$1.2 billion in cash.  If the claim is lowered to unsecured
status, the full-payment reserve would be released for
distribution to other creditors.  Lehman arranged a hearing on
Oct. 24 for the bankruptcy judge to decide whether the claim is
general unsecured or priority.

The report notes that Lehman contends the claim fits into none of
the priority categories under the U.S. Bankruptcy Code.  Freddie
Mac says the claim is entitled to priority under the Housing and
Economic Recovery Act of 2008.  Freddie Mac made the loan to
Lehman about a month before bankruptcy.

                        About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Wants No "Priority" Status on Freddie Mac Claim
----------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that Lehman Brothers Holdings Inc. is asking a bankruptcy judge to
reject Freddie Mac's $1.2 billion "priority" claim against the
estate in order to free up hundreds of millions of dollars for
other creditors.

According to the report, in a Sept. 13 filing with U.S. Bankruptcy
Court in Manhattan, Lehman said it is willing to allow Freddie Mac
to collect money as a "general unsecured" creditor -- which would
fetch far less than the full amount of the claim -- but doesn't
want to continue keeping $1.2 billion set aside as it waits out
its fight with the government's mortgage entity.

The money stems from two short-term loans Freddie Mac made to
Lehman in the month before it filed for bankruptcy, which Lehman
never paid back, the report said.

Lehman lawyers said Freddie Mac didn't offer any explanation as to
why it should be entitled to a priority claim, which typically
gets placed ahead of other creditors in a bankruptcy case, the
report related.

"Instead, Freddie Mac merely 'checked the box' alleging a
priority," Lehman said in its filing, the report added.

                       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.


LONE PINE: Interest Payment Default Cues Moody's to Cut CFR to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded Lone Pine Resources Inc.'s
Corporate Family Rating to Ca from Caa3 and Probability of Default
Rating to C-PD/LD from Caa3-PD. The $200 million senior unsecured
notes rating was downgraded to C from Ca. The Speculative Grade
Liquidity rating of SGL-4 was affirmed. The rating outlook remains
negative.

Rating Rationale:

"The downgrade of Lone Pine's ratings reflects its failure to pay
the interest payment due on its $200 million senior unsecured
notes by September 15," said Terry Marshall, Moody's Senior Vice
President. "While the company's note holders and revolving credit
lenders have agreed not to exercise various rights and remedies
under their respective agreements until the earlier of September
30 or the occurrence of an event of default, the notes are in
default upon the failure to pay the interest due."

Downgrades:

Issuer: Lone Pine Resources Canada Ltd.

  Senior Unsecured Regular Bond/Debenture Feb 15, 2017,
  Downgraded to C from Ca

Issuer: Lone Pine Resources Inc.

  Probability of Default Rating, Downgraded to C-PD /LD from
  Caa3-PD

  Corporate Family Rating, Downgraded to Ca from Caa3

Upgrades:

Issuer: Lone Pine Resources Canada Ltd.

  Senior Unsecured Regular Bond/Debenture Feb 15, 2017, Upgraded
  to a range of LGD5, 75 % from a range of LGD5, 76 %

Outlook Actions:

Issuer: Lone Pine Resources Canada Ltd.

  Outlook, Remains Negative

Issuer: Lone Pine Resources Inc.

  Outlook, Remains Negative

Affirmations:

Issuer: Lone Pine Resources Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-4

The SGL-4 Speculative Grade Liquidity rating reflects weak
liquidity. Lone Pine has minimal cash and no further access to its
borrowing base revolver. Lone Pine may be able to generate some
cash from the sale of all or part of its core assets - Narraway or
Evi, but the proceeds would likely go directly to the secured
banks and not have a positive impact on liquidity.

The $200 million senior unsecured notes are rated one notch below
the Ca CFR due to the existence in the capital structure of the
prior-ranking borrowing base revolver.

The negative outlook reflects Lone Pine's capital unsustainable
capital structure. A downgrade of the PDR to D-PD will occur if
Lone Pine files for creditor protection or restructures its debt
in a manner economically detrimental to the full claims of its
lenders. The rating is unlikely to be upgraded.

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

Lone Pine is a Calgary, Alberta-based exploration and production
company with about 7,000 boe of daily production and proved
developed and total proved reserves of 20 million and 31 million
boe, respectively.


LSP MADISON: Moody's Affirms 'Ba2' Rating; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on LSP
Madison Funding, LLC's $360 million in outstanding senior secured
term loan B due December 2019. The rating outlook is stable.

Concurrent with this rating affirmation, Moody's is withdrawing
the Ba3 rating assigned to a $450 million secured term loan due
July 2020 that did not reach financial close.

Ratings Rationale:

The Ba2 rating affirmation and maintenance of a stable outlook
reflects predictable contracted gross margins of over 65% through
mid-2017 derived principally from capacity payments, reactive
power tariff and black start revenue at three peaking units as
well as short-term contracted energy and capacity revenue through
a partial interest in a run-of-the-river hydro facility. The Ba2
rating incorporates the financial performance over the past year
that has largely been in line with expectations when the portfolio
was originally rated with key financial metrics such as the debt
service coverage ratio (DSCR) and funds from operations to debt
ratio (FFO/Debt) largely scoring in the mid- to low-Ba range under
Moody's Power Generation Projects methodology.

The rating also acknowledges the substantial evolution of a
portfolio over the past 15 months that now consists of four
generating projects, down from over eight projects, resulting in
less cash flow and asset diversification. The concomitant debt
reduction that occurred simultaneously with the downsizing of the
portfolio in accordance with the terms of the credit agreement has
largely mitigated the asset and cash flow concentration, further
supporting Moody's Ba2 rating affirmation. Management's ability to
secure additional contracted revenue and enhance cash flow from
operating assets is also factored into Moody's rating affirmation
and stable outlook.

At Safe Harbor, both the sponsor and their co-owners of the
facility are implementing an optimization plan expected to reduce
capex and result in stronger cash flow. Moody's also understands
that the Wallingford peaking unit will earn incremental cash flow
from various contractual arrangements and from certain ancillary
services (AS) revenue, such as Locational Forward Reserve Market
(LFRM), as proposed by the Independent System Operator of New
England (ISONE) and approved by the Federal Energy Regulatory
Commission (FERC). The market is limited in terms of size and
types of units eligible to provide this product. Since Wallingford
utilizes quick-start GE LM6000 Sprint technology and is relatively
new, it is expected to capture more LFRM revenue. LFRM is a
seasonal product and can fluctuate. For example, in the last
auction LFRM cleared at $0.35 per kilowatt month above FCM
capacity price; the last two auction results were nearly ten times
higher at approximately $3.00 and $3.34 per kilowatt month above
the FCM capacity price.

Cash flow concentration remains a risk however as over 30% of
expected future cash flow is derived from the Safe Harbor hydro
facility. The portfolio also relies heavily on capacity market
revenue which can be fickle as the latest 2016/2017 PJM capacity
auction highlights how unpredictable the auction results can be,
even if they provide forward-looking clarity on future cash flows.

The stable outlook reflects the financial performance of the
portfolio, which continues to meet or exceed Moody's projections
resulting in continued debt reduction largely in line with Moody's
expectations. The stable outlook further acknowledges that several
positive, sustained developments across the portfolio that
mitigates the increased concentration risk that has surfaced from
the portfolio's evolution.

The rating could face upward momentum if the borrower implements
meaningful contracts on the non-contracted portion of the
portfolio resulting in substantially higher predictable cash flows
and improved cash flow metrics into the "Baa" category or if debt
reduction occurs at levels significantly higher than scenarios
considered by Moody's.

The rating could face downward pressure should projects fail to
perform as expected which lowers cash flow metrics including
consolidated FFO/Debt falling below 10% or debt service coverage
falling below 2.0x on a sustained basis.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

LSP Madison Funding, LLC (Madison Funding) consists of four
generating projects comprised of three peaking units and a partial
interest in a run-of-the river hydro facility totaling
approximately 1,263 megawatts (MW) based on average winter and
summer rating capacity. The peaking units include the nominally
rated 540 MW University Park North (UPN) and 300 MW University
Park South (UPS) units in Chicago, IL; and the 225 MW Wallingford
unit in Wallingford, CT. The 417 MW Safe Harbor hydro facility
(139 MW net ownership) is located on the Susquehanna River near
Lancaster, PA. The peaking units have at least ten years of
operating history and are run by recognized operators in NAES and
Wood Group. The hydro facility has been in place since the 1930s
with an expansion undertaken in the mid-1980s.

Madison Funding is wholly owned by LSP Madison Holdings, which is
in turn owned by a $3.1 billion private equity fund (the Fund)
managed by LS Power Group (LSP). LSP currently owns and manages
twenty fossil and renewable power generation assets with over
8,500 MW of capacity and two large scale electric transmission
businesses.


M. BHIKHA: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: M. Bhikha, LLC
        400 Collins Park Drive
        Antioch, TN 37013

Bankruptcy Case No.: 13-08038

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

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

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its five unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/tnmb13-8038.pdf

The petition was signed by Chandubhai Patel, managing member.


MERCANTILE BANCORP: Urges Approval for $23-Mil. Sale
----------------------------------------------------
Law360 reported that Mercantile Bancorp Inc. on Sept. 16 urged a
Delaware bankruptcy judge to approve the bank holding company's
$23 million asset sale to United Community Bancorp Inc., while
securities holders asked the court to reject the proposed
transaction as a bad deal for creditors.

According to the report, at a sale hearing in Wilmington,
Illinois-based MBI attempted to paint the Chapter 11 sale as a
sound business decision for the estate, while the official
committee of trust preferred securities holders argued the deal
would result in a net loss.

                      About Mercantile Bancorp

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

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

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

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

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

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The Committee is represented
by Domenic E. Pacitti, Esq., at KLEHR HARRISON HARVEY BRANZBURG
LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq., at KLEHR
HARRISON HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania;
David R. Seligman, P.C., Esq., and Jeffrey W. Gettleman, Esq., at
KIRKLAND & ELLIS LLP, in Chicago, Illinois; and Joseph Serino Jr.,
P.C., Esq., and John P. Del Monaco, Esq., at KIRKLAND & ELLIS LLP,
in New York.


MONTREAL MAINE: U.S. Federal Railroad Admin. to Pay Legal Fees
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Federal Railroad Administration is to pay
legal fees for Montreal Maine & Atlantic Railway Ltd., the
bankrupt railroad whose runaway train killed 47 after derailing
and burning in Lac-Megantic, Quebec.

According to the report, the government is assuming the role of
financing the bankruptcy in light of a quirk in U.S. law governing
railroads.

In an ordinary bankruptcy, personal-injury and wrongful death
claims would become pre-bankruptcy unsecured claims, leaving
victims little recovery aside from insurance.  Also, large injury
claims would pose no obstacle to paying lawyers and other
professionals for the bankrupt company.

The report notes that railroad reorganization law is entirely
different.  Section 1171(a) of the U.S. Bankruptcy Code gives the
victims' claims the status of expenses of the bankruptcy to be
paid after secured creditors and ahead of unsecured creditors.
Here's the rub:  The victims' claims have the same status as the
railroad's professional expenses.  As MM&A's lawyers said in a
court filing this week, Section 1171 would have the practical
effect of forcing them to work practically for free, because
whatever they earn in fees would be swamped by the wrongful death
and other claims arising from the destruction of much the Quebec
town.

The report relates that as most of the company's property in the
U.S. and Canada is covered by a lien securing $28 million owing to
the Railroad Administration, the agency solved the problem by
agreeing, in substance, to pay MM&A's legal fees.  Assuming the
bankruptcy judge in Bangor, Maine, goes along with the idea at an
Oct. 1 hearing, the Railroad Administration will set aside $5
million from whatever it receives when MM&A is sold, perhaps later
this year.  The $5 million is to cover fees for the railroad's
trustee and his professionals, both before and after the sale.

The report relays that the trustee said in a court filing that the
arrangement won't harm victims because the Railroad
Administration's secured claim already comes ahead of their
claims.  In substance, the government will get $5 million less for
its lien while taking nothing from unencumbered property available
for victims.  A railroad bankruptcy is also different from an
ordinary corporate reorganization in that a trustee is appointed
automatically.

                        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.


MULLIGAN MINT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mulligan Mint, Inc.
        13835 Welch Road
        Dallas, TX 75244

Bankruptcy Case No.: 13-34728

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Thomas Daniel Berghman, Esq.
                  Deborah M. Perry, Esq.
                  Davor Rukavina, Esq.
                  MUNSCH HARDT KOPF & HARR PC
                  500 N Akard Street, Suite 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7554
                  Fax: (214) 978-4346
                  E-mail: tberghman@munsch.com
                          dperry@munsch.com
                          drukavina@munsch.com

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb13-34728.pdf

The petition was signed by Robert Gray, president.


MPG OFFICE: BPO Extends Tender Offer Until Sept. 23
---------------------------------------------------
Brookfield Office Properties Inc. announced that DTLA Fund Holding
Co. and Brookfield DTLA Fund Properties Holding Inc., both direct
wholly owned subsidiaries of the DTLA Fund, are extending their
previously announced cash tender offer to purchase all outstanding
shares of preferred stock of MPG Office Trust, Inc., until 12:00
midnight, New York City time, at the end of Monday, Sept. 23,
2013.

BPO previously announced its intention to acquire MPG pursuant to
a merger agreement, dated as of April 24, 2013, by and among
Brookfield DTLA Holdings LLC, a newly formed fund controlled by
BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor
Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund
Properties LLC, MPG and MPG Office, L.P.  Upon the closing of the
tender offer, preferred stockholders of MPG will receive $25.00 in
cash for each share of MPG preferred stock validly tendered and
not validly withdrawn in the offer, without interest and less any
required withholding taxes.  Shares of MPG preferred stock that
are tendered and accepted for payment in the tender offer will not
receive any accrued and unpaid dividends on those shares.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Monday, Sept. 16,
2013.  Except for the extension of the expiration date, all other
terms and conditions of the tender offer remain unchanged.

The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.  The Information Agent for the tender offer is
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York,
10016.  The tender offer materials may be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc., or by
calling (800) 322-2885.  Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal advisor to BPO.

Based on information received from the Depositary, as of Sept. 13,
2013, approximately 84,441 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities.  If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders.  While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks.  In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency," the Company added.


MSD PERFORMANCE: Hires Richards Layton as Local Delaware Counsel
----------------------------------------------------------------
MSD Performance, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, P.A., as their local Delaware counsel.

The principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are
as follows:

   Daniel J. DeFranceschi                $700
   Paul N. Heath                         $600
   Zachary I. Shapiro                    $425
   Amanda R. Steele                      $350
   Ann Jerominski                        $215

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

Daniel J. DeFranceschi, Esq., a director of the firm of Richards,
Layton & Finger, P.A., in Wilmington, Delaware, assures the Court
that his firm is a "disinterested person" under Section 101(14) of
the Bankruptcy Code and does not hold or represent an interest
adverse to the Debtors' estates.

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.


MSD PERFORMANCE: Taps SSG Advisors as Investment Banker
-------------------------------------------------------
MSD Performance, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ SSG
Advisors, LLC, as their investment banker nunc pro tunc to
Sept. 6, 2013.

The firm will be paid a monthly fee of $25,000, and fees upon the
consummation of a sale transaction or the consummation of a final
restructuring.  Upon the consummation of a Sale Transaction, SSG
will be entitled to a Sale Fee equal to $325,000 plus 1.0% of the
Total Consideration in excess of $70 million.  In the event of a
Sale Transaction to Z Capital MSD, L.L.C., or any of its
affiliates, SSG's Sale Fee will be $325,000.  Upon the
consummation of a Financial Restructuring, SSG will be entitled to
a Financial Restructuring Fee, at and as a condition of closing
that Financial Restructuring, equal to $325,000.

In addition to the fees, the Debtors agree to reimburse SSG,
whether or not a Sale Transaction or Financial Restructuring is
consummated, for all of the firm's reasonable out-of-pocket
expenses.

J. Scott Victor, a Managing Director of SSG Advisors, LLC, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Victor also discloses that during the 90 days immediately
preceding the Petition Date, SSG received fee payments totaling
$75,000 and expense reimbursement payments totaling $5,901.  The
amount consists of an initial fee of $25,000 and monthly fees of
$25,000.

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.


MSD PERFORMANCE: Seeks to Hire Troutman Sanders as Special Counsel
------------------------------------------------------------------
MSD Performance, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Troutman
Sanders LLP as special counsel to advise the special committee of
the outside members of the board of directors.

The Troutman Firm's hourly rates at present for professionals who
will work on the matter range from $400 to $835 per hour for
partners, $420 to $650 for of-counsels, $200 to $500 for
associates, and $170 to $265 for paralegals.

The current hourly billing rates of the attorneys primarily
working on this matter will be as follows:

John Owen Gwathmey  johnowen.gwathmey@troutmansanders.com   $650
Jonathan L. Hauser  jonathan.hauser@troutmansanders.com     $525
Jonathan Downs      jonathan.downs@troutmansanders.com      $375

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

Mr. Gwathmey, a partner of Troutman Sanders LLP, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.  Mr.
Gwathmey also discloses that on On June 28, 2013, Troutman
received $50,000, of which none has been applied to fees and
expenses of the firm unrelated to the Debtors' Chapter 11 Case,
and the remainder of which constitutes a retainer for services in
contemplation of or in connection with the Debtors' Chapter 11
Cases.

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.


MSD PERFORMANCE: Employs Logan & Co. as Administrative Advisor
--------------------------------------------------------------
MSD Performance, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Logan &
Company, Inc., to performan bankruptcy administrative services.

Under the services agreement between the Debtors and Logan, prior
to the Petition Date, the Debtors paid Logan an advanced payment
of $5,000.  The Retainer will be held first as security for the
services to be rendered under the application to employ Logan as
the Debtors' claims and noticing agent, with any remaining amount
to be available as security for the services to be rendered under
the application to employ Logan as administrative advisor.

                       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.


NASSAU TOWER: Stipulation Okayed on Cash Collateral Use
-------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey gave his stamp of approval to a stipulation
regarding Nassau Tower Realty, LLC's use of rents.

The stipulation was entered between the Debtor, and TD Bank, N.A.,
the lender.

TD Bank holds a mortgage on several properties which are property
of the bankruptcy estate.  As of the Petition Date, Debtor and
others were indebted to lender pursuant to, inter alia, a Note and
an Amended and Restated Note, each in the original principal
amount of $23,000,000 and dated May 10, 2005 and June 21, 2005,
respectively, as amended and a Construction Loan Note in the
original principal amount of $3,400,000 dated Mary 29, 2007, as
amended.

Pursuant to the stipulation, among other things:

   1. the lender will be entitled to receive the gross rents
      from the lender real property each month;

   2. the Debtors will deliver to the lender a complete
      accounting of all payments made by the Debtor for the pass
      through charges for the prior month; and

   3. the automatic stay is hereby modified to permit lender and
      the Debtor to carry out the terms and conditions of the
      stipulation.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/NASSAUTOWER_rents_stipulation.pdf

Paul Maselli, Esq., at Masselli Warren, P.C., represents the
Debtor and Timothy P. Duggan, Esq., at Stark & Stark, A
Professional Corporation, represent TD Bank, N.A.

                       About Nassau Tower

Princeton, N.J.-based Nassau Tower Realty, LLC, filed for Chapter
11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9, 2013.
The Hon. Judge Michael B. Kaplan presides over the case.  Paul
Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli Warren,
P.C., represent the Debtor as counsel.  The Debtor estimated
assets of $10,000,001 to $50,000,000 and debts of $10,000,001 to
$50,000,000.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.


NEXSTAR BROADCASTING: 1st Lien Term Loan Gets Moody's Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
first lien term loan of Nexstar Broadcasting, Inc. and a Caa1 to
its proposed 6.875% senior unsecured bonds add-on. The company
plans to use proceeds of approximately $425 million, together with
borrowings under its revolving credit facility, to fund
approximately $100 million of station acquisitions, the repayment
of its 8.875% second lien notes ($325 million outstanding), and
related fees and expenses (including the make-whole premium on the
second lien notes).

Moody's affirmed Nexstar's B2 corporate family rating and its SGL-
2 speculative grade liquidity rating. Moody's also maintained the
positive outlook and adjusted LGD point estimates.

Nexstar Broadcasting, Inc.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Senior Secured Bank Credit Facility, Affirmed Ba3, LGD adjusted
  to LGD2, 29% from LGD2, 24%

  Senior Secured Bank Credit Facility (Term Loan add-on),
  Assigned Ba3, LGD2, 29%

  6.875% Senior Unsecured Bonds, Affirmed Caa1, LGD adjusted to
  LGD5, 83% from LGD6, 91%

  6.875% Senior Unsecured Bonds add-on, Caa1, LGD5, 83%

  Outlook, Remains Positive

Rocky Creek Communications, Inc.

  Senior Secured Bank Credit Facility, Affirmed Ba3, LGD adjusted
  to LGD2, 29% from LGD2, 24%

Outlook, Remains Positive

Ratings Rationale:

The approximately $135 million of incremental debt will likely
delay the trajectory to lower leverage, but with the repayment of
the second lien bonds Moody's expects comparable annual interest
expense despite the increase in absolute debt. As such, the
transactions should boost free cash flow given the incremental
EBITDA from the five stations acquired. Furthermore, the
acquisitions expand scale and enhance geographic diversification
through the addition of five stations in three new markets. Based
on the combination of acquisitions and organic growth, Moody's
expects Nexstar's 2014 revenue to exceed its 2012 revenue by a
factor of 1.75 to 2 times.

Nexstar's B2 corporate family rating incorporates its high
leverage (in the mid-5 times debt-to-EBITDA on a two year average
basis pro forma for acquisitions), which poses challenges for
managing a business vulnerable to advertising spending cycles.
However, Moody's anticipates acquisition synergies, continued
expansion of retransmission and e-Media related cash flow (even
after rising payments to the networks) and modest growth in core
advertising revenue, together with some debt repayment, will
facilitate an improvement in the credit profile. Geographic and
network diversity diminishes vulnerability to regional economic
downturns and to the success of content of any particular network,
but the company remains susceptible to economic conditions and
faces continued competition for advertising dollars related to
media fragmentation. Good liquidity also supports the rating,
particularly important given the need to integrate acquisitions,
though Moody's considers synergies achievable at modest cost and
with low operational risk.

The positive outlook reflects the potential for an upgrade to B1
based on continued improvement in the credit profile from the
combination of ongoing core EBITDA growth on a two-year average
basis, debt reduction and accretive acquisitions.

Moody's would consider an upgrade based on expectations for
sustained two-year leverage below 4.75 times debt-to-EBITDA,
sustained positive free cash flow-to-debt in the high single-digit
percent range, and continued modest growth in core advertising
revenue and expansion of the e-Media business. An upgrade would
also require maintenance of good liquidity.

The outlook could revert to stable based on expectations for
sustained two-year leverage remaining above 5 times debt-to-
EBITDA, whether due to weak ad demand, operational challenges or
debt funded dividends or acquisitions. Moody's would consider a
downgrade based on expectations for sustained two-year average
debt-to-EBITDA above 6 times and free cash flow-to-debt below 3%.
Deterioration of the liquidity profile could also trigger a
downgrade.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 72 television stations in 41
markets. The acquisition of stations from CCA, Citadel
Communications and Stainless Broadcasting stations will expand its
operation to 96 television stations in 51 markets with estimated
two year average revenue of about $600 million.


NEW MILLENNIUM: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: New Millennium Management, LLC
        810 Waugh Drive, Suite 200
        Houston, TX 77019

Bankruptcy Case No.: 13-35719

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.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 David L. Sheller, managing member.


NEXSTAR BROADCASTING: S&P Affirms 'B+' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Irving, Texas-based TV broadcaster Nexstar
Broadcasting Group Inc. and its subsidiaries.  The outlook is
stable.

At the same time, S&P assigned the proposed $150 million term loan
B due 2020 its 'BB' issue-level rating (two notches above the 'B+'
corporate credit rating on the parent), with a recovery rating of
'1', indicating S&P's expectation for very high (90% to 100%)
recovery for lenders in the event of a payment default.

In addition, S&P's issue-level rating on the proposed add-on of
$275 million senior unsecured notes is 'B', with a recovery rating
of '5', indicating its expectation for modest (10% to 30%)
recovery for debtholders in the event of a payment default.

S&P revised the recovery rating on the existing $250 million
senior unsecured term loan due 2020 to '5' from '6', and
subsequently raised the issue-level rating on this debt to 'B'
from 'B-', in accordance with its notching criteria.

The company plans to use the proceeds of the new debt to repay its
$325 million second-lien notes due 2017 and to fund the purchase
of five stations for $103 million.

S&P's rating and stable outlook on Nexstar reflects its
expectation that, pro forma for the pending CCA acquisition, the
company will be able to keep its lease-adjusted debt to average
trailing-eight-quarter EBITDA ratio below 6x throughout the
election cycle, absent a reversal of economic growth, large debt-
financed acquisitions, or significant shareholder-favoring
measures.  Pro forma for the additional EBITDA and debt related to
the announced transaction, S&P estimates that leverage was about
5.9x, as of June 30, 2013.

S&P views Nexstar's business risk profile as "fair" because of
duopolies in a majority of its markets, resulting in a relatively
good EBITDA margin; its position as a midsize TV broadcaster with
leading news ratings in many of its markets; somewhat lower
competitive pressure in its smaller markets; and its advertising
revenue stream's vulnerability to economic downturns and the
election cycle.  S&P's rating also reflects the structural trends
that local TV broadcasting faces as a mature business because of
increasing competition for both audience and advertising dollars
from traditional and nontraditional media.


NITRO PETROLEUM: Incurs $18K Net Loss in July 31 Quarter
--------------------------------------------------------
Nitro Petroleum Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $17,864 on $415,677 of total
revenues for the three months ended July 31, 2013, compared with a
net loss of $76,999 on $178,488 of total revenues for three months
ended July 31, 2012.

The Company reported a net loss of $361,971 on $538,169 of total
revenues for the six months ended July 31, 2013, compared with net
income of $59,367 on $459,529 of total revenues for the six months
ended July 31, 2012.

The Company's balance sheet at July 31, 2013, showed $3.02 million
in total assets, $1.07 million in total liabilities, and
stockholders' equity of $1.95 million.

"The Company has not attained profitable operations and is
dependent upon obtaining financing to pursue any acquisitions and
exploration activities.  These conditions raise substantial doubt
about its ability to continue as a going concern without further
financing."

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

Shawnee, Oklahoma-based Nitro Petroleum Incorporated is engaged
primarily in the acquisition, development, production, exploration
for, and the sale of oil, gas and natural gas liquids and
properties.  All business activities are conducted in Texas and
Oklahoma and the Company sells its oil and gas to a limited number
of domestic purchasers.


NOCE REALTY: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Noce Realty Investment LLC
        2830 Loreto Drive
        Willoughby, OH 44094-9454

Bankruptcy Case No.: 13-16485

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Robert J Fedor, Jr., Esq.
                  ROBERT J. FEDOR, ESQ., LLC
                  23550 Center Ridge Road, Suite 107
                  Westlake, OH 44145
                  Tel: (440) 250-9709
                  Fax: (440) 250-9714
                  E-mail: rjfedor@fedortax.com

Scheduled Assets: $1,117,725

Scheduled Liabilities: $889,544

A copy of the Company's list of its four unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ohnb13-16485.pdf

The petition was signed by Liberatore Noce.


NORTHERN BEEF: Committee Can Hire Robbins Salomon as Lead Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota
authorized the Official Unsecured Creditors Committee in the
Chapter 11 case of Northern Beef Packers Limited Partnership to
retain Robbins, Salomon & Patt, Ltd., as its lead counsel.

As reported in the Troubled Company Reporter on Sept. 17, 2013,
RSP will work with local counsel Patrick T. Dougherty, Esq., at
Dougherty & Dougherty, LLP.

The hourly rates of RSP's personnel are:

         Partners                    $290 - $450
         Associates                  $140 - $270
         Paralegals/Research Clerks  $105 - $160

RSP has agreed to cap the hourly rates of its partners in the
engagement at $375 per hour.

         About Northern Beef Packers Limited Partnership

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

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

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


NORTHERN BEEF: Has Interim OK to Incur $512,000 From White Oak
--------------------------------------------------------------
The Bankruptcy Court authorized, on an interim basis, Northern
Beef Packers Limited Partnership to obtain preliminary credit of
$512,000 from White Oak Global Advisors, LLC, on the terms and
conditions set forth in the motion and the revised stipulation,
except as:

   1) Paragraph J.(15) of the revised stipulation titled
      "Limitation on Objections to [Pre-petition] Indebtedness."
      is modified to provide ". . . will have until 90 days after
      agent files its proof of claim (collectively, the "Objection
      Deadline") within which. . . .";

   2) No provision in the motion or the revised stipulation may
      alter the terms or application of 11 U.S.C. Sections 507
      or 510; and

   3) the Debtor's use of the authorized funds will not, absent
      an order from the Court, deviate from the budget attached
      to the motion.

As reported in the Troubled Company Reporter on Sept. 17, 2013,
the Debtor requested that the Court (i) enter an order approving
the stipulation on an interim basis and authorizing the Debtor to
incur debt in an amount not to exceed $512,000 during the period
ending Sept. 28; and (ii) enter an order approving the stipulation
on a final basis and authorizing the Debtor to incur debt in an
amount not to exceed $2,250,000, including the amount funded prior
to entry of the final order.

By motion dated July 24, the Debtor sought interim and final
approval of postpetition financing from White Oak, in its capacity
as agent for the Debtor's senior secured prepetition lenders.  By
order entered on Aug. 8, the Court denied the Debtor's request for
interim approval of the proposed financing, and the Debtor
subsequently withdrew its request for final approval.

Since withdrawing its July 24, motion, the Debtor has continued to
seek the financing that is necessary to its efforts to
rehabilitate under chapter 11, but have been unsuccessful in those
efforts.  In addition, during that time, the Debtor and the
Committee have negotiated modifications to the terms under which
White Oak would provide postpetition financing to the Debtor.

White Oak is the only party that has offered financing on terms
that will enable the Debtor to continue to administer the chapter
11 case.

The terms of the postpetition financing are set forth in the
stipulation provides:

   a. White Oak will loan the Debtor the amount of $2,250,000
      on an secured basis.

   b. Upon entry of an order approving the stipulation on an
      interim basis, White Oak will advance (on a weekly basis)
      the amounts contemplated under the proposed budget, up to an
      aggregate of $512,000.  Upon entry of an order approving the
      stipulation on a final basis, White Oak will advance (on a
      weekly basis) the amounts contemplated under the proposed
      budget, up to an additional $1,738,000.

   c. Interest will accrue on the outstanding principal under the
      Stipulation at the rate of 9% per annum, which will accrue
      as PIK interest.

   d. The DIP Indebtedness will be secured by a valid and
      automatically perfected lien on and security interest in all
      of the Debtor's existing and after-acquired assets and
      proceeds thereof.  Pursuant to section 364(c)(3) of the
      Bankruptcy Code, the DIP Lien will be junior to all non-
      avoidable valid, enforceable and perfected liens and
      security interests in favor of any person or entity on or in
      any assets of the Debtor, as prepetition debtor, which
      existed on the Petition Date and are not subject to Section
      552(a) of the Bankruptcy Code. Pursuant to section 364(c)(2)
      of the Bankruptcy Code, the DIP Lien will also extend to all
      unencumbered assets of the Debtor, if any, except for Causes
      of Action.  No liens or security interests granted to the
      Agent, and no claim of the agent or lenders, will be subject
      to subordination to any other liens, security interests or
      claims under Section 510 of the Bankruptcy Code or
      otherwise.

   e. The Debtor will comply with these covenants:

         i) By Sept. 16, the Debtor will have obtained the Court's
            approval of the Debtor's retention of Lincoln Partners
            Advisors LLC to market substantially all of the
            operating assets of the Debtor.

        ii) By Oct. 15, the Debtor will have entered into a
            binding agreement for an asset sale.

       iii) By Oct. 29, the Debtor will have obtained entry by the
            Court of an order approving bid and sale procedures,
            the stalking horse bid (subject to higher and better
            offers) and scheduling an auction date and final sale
            hearing in accordance herewith.

        iv) By Dec. 3, the Debtor and its advisors, in
            consultation with the agent and the Committee,
            will conduct an auction of the Debtor's operating
            assets.

         v) By Dec. 10, the Debtor will have obtained entry by
            the Court of an order approving the asset sale.

        vi) By Dec. 27, the Debtor will close the asset sale
            and deliver the net proceeds of such sale to White
            Oak after payment of all claims that are senior (after
            giving effect to all applicable intercreditor and
            subordination agreements) to the prepetition
            indebtedness owed to White Oak or that are secured by
            prior liens that are senior to the liens securing the
            prepetition indebtedness and applicable Carve Out,
            up to a maximum amount of $47 million of net proceeds
            to White Oak.

       vii) The Debtor and its advisors will provide White Oak
            and the Committee with telephonic reports of all sale
            efforts, expressions of interest and offers received,
            as requested and at least weekly, and with access to
            Lincoln and the Debtor's employees and security
            company.

      viii) The Debtor will keep White Oak and the Committee
            informed on a current basis of the status of all
            written proposals, offers, letters of intent and
            indications of interest for purchase of the Debtor's
            assets received and provide White Oak and the
            Committee with copies of all such proposals and other
            related communications received from third parties
            within one business day after the Debtor's receipt
            thereof.

   f. Prior to the closing of the asset sale, the Debtor will not
      use the Certificate of Deposit issued by Plains Commerce
      Bank, in the principal amount of $900,000, or any proceeds
      thereof, pledged to Plains Commerce Bank to support an
      irrevocable transferable standby letter of credit in favor
      of the South Dakota Animal Industry Board, as trustee,
      pursuant to the Packers and Stockyards Act of 1921 for
      any purposes without the joint written consent of the Agent
      and the Committee and the approval of the Court.

         About Northern Beef Packers Limited Partnership

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

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

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


OCEANIC INN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Oceanic Inn, Inc
        P.O. Box Z
        Old Orchard Beach, ME 04064

Bankruptcy Case No.: 13-20950

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: Joseph L. Goodman, Esq.
                  THE GOODMAN LAW FIRM, P.A.
                  P.O. Box 7523
                  Portland, ME 04112
                  Tel: (207) 775-4335
                  E-mail: joe@goodmanlawfirm.com

Scheduled Assets: $1,293,091

Scheduled Liabilities: $376,286

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/meb13-20950.pdf

The petition was signed by Amand Vachon, president.


OHANA GROUP: Wants Exclusivity Period Extended Until Dec. 2
-----------------------------------------------------------
Ohana Group, LLC, asks the U.S. Bankruptcy Court for the Western
District of Washington to further extend its exclusive period to
obtain acceptances of its Plan of Reorganization by 60 days, to
and including Dec. 2, 2013, to give it a full opportunity to seek
and obtain confirmation of its Plan.

According to papers filed with the Court, the Debtor and its
primary lender, Wells Fargo, N.A., continue to discuss the terms
of a consensual plan, and that it is possible a settlement will be
achieved without the need for a contested confirmation hearing.

The Debtor filed a proposed Plan of Reorganization and explanatory
Disclosure Statement on July 31, 2013.  Under the proposed Plan,
the Debtor will continue to operate the Fremont Village Square
condominium development Project in the ordinary course of
business.  Funding for payments to creditors under the Plan will
come from Cash on hand as of the Effective Date, and operating
revenues.  The Debtor or its designee will act as disbursing agent
for payments and distributions due under the Plan.

The Plan also provides that the secured claim of Wells Fargo,
N.A., as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2007-C5, which filed a proof of claim of
$13,434,336 on Jan. 25, 2013, will be satisfied through equal
monthly principal and interest payments based upon a 30-year
amortization schedule through the month prior to the Class 1
Maturity Date, with all amounts due and payable on the Class
Maturity date.

Holders of general unsecured claims will be paid in full in 12
equal monthly payments.

Members will retain their interests following Confirmation but
will receive no distributions on account of such interests (i) if
there exists a default under payments owing to any Class, or (ii)
if the Debtor will fail to make any payment due on the Effective
Date.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/ohanagroup.doc115.pdf

                      About Ohana Group LLC

Ohana Group LLC, is a Washing limited liability company formed in
2006 for the purpose of managing and operating a mixed-used real
property development located at 3601 Fremont Avenue N. in Seattle,
Washington.  The Company filed for Chapter 11 bankruptcy (Bankr.
W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The Debtor's
members are Patricia Cawdrey and Daniel Cawdrey, Jr.  Judge Marc
Barreca oversees the case.  James I. Day, Esq., at Bush Strout &
Kornfeld LLP, in Seattle, serves as bankruptcy counsel.  The Law
Offices of Brian H. Krikorian represents the Debtor as special
counsel in connection with the litigation against one of the
Debtor's former tenants.  In its petition, the Debtor scheduled
$16,000,000 in assets and $11,696,131 in liabilities.


ORECK CORP: Customers Seek to Lift Ch. 11 Stay for False Ad Suit
----------------------------------------------------------------
Law360 reported that a putative class of about 200,000 customers
on Sept. 13 asked a bankruptcy judge in Tennessee to lift the
automatic stay granted to Oreck Corp. so the class could pursue
claims for alleged false advertising over a vacuum's ability to
purify the air of germs.

According to the report, the plaintiffs say that Oreck falsely
advertised that its Halo vacuum and three of its air purifiers
could reduce the risk of flu and eliminate common germs and
allergens, but Oreck is currently protected from the action by an
automatic stay imposed by the Bankruptcy Code.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


PATRIOT COAL: Peabody Appeals Retiree Benefit Ruling
----------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Peabody Energy Corp. is appealing a ruling that it owes
health benefits to more than 3,000 retirees whose former employer
is now part of Patriot Coal Corp.

                        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.


PEM SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pem Systems, Inc.
          dba Pem-All Fire Extinguisher Co.
        39 A Myrtle Ave.
        Cranford, NJ 07016

Bankruptcy Case No.: 13-30121

Chapter 11 Petition Date: September 13, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Bunce Atkinson, Esq.
                  ATKINSON & DEBARTOLO
                  2 Bridge Ave., PO Box 8415
                  Bldg. 2, 3rd Floor
                  Red Bank, NJ 07701
                  Tel: (732) 530-5300
                  E-mail: bunceatkinson@aol.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/njb13-30121.pdf

The petition was signed by Thomas G. Moskaluk, president.


POINT CENTER: Ch. 11 Trustee Can Employ GTFAS as His Accountant
---------------------------------------------------------------
Howard B. Grobstein, the acting Chapter 11 trustee of the
bankruptcy estate of Point Center Financial, Inc., asks the U.S.
Bankruptcy Court for the Central District of California for
authorization to employ Grobstein Teeple Financial Advisory
Services, LLP, as his accountants, effective Aug. 12, 2013.

GTFAS will perform, among others, these specific tasks:

    a. Obtain and evaluate financial records;

    b. Evaluate assets and liabilities of Debtor;

    c. Perform forensic accounting services;

    d. Provide forensic information technology services,
including, but not limited to obtaining, analyzing and preserving
electronic information and data;

    e. Provide litigation consulting services to the trustee and
his counsel; and

    f. Provide accounting and consulting services requested by the
trustee and its counsel.

To the best of the trustee's knowledge, information and belief,
GTFAS is a disinterest party as that term is defined by the
Bankruptcy Code.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


PRIUM SPOKANE: Estate Fully Administered, Bankruptcy Case Closed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
on Aug. 29 entered a final decree closing the Chapter 11 case of
Prium Spokane Buildings, L.L.C.  In its order, the Court stated
that the estate of the Debtor has been fully administered.

As reported in the Troubled Company Reporter on May 10, 2013,
the Debtor won confirmation of its Second Amended Plan of
Reorganization dated Jan. 16, 2013.  No objections were received
to the confirmation of the Plan.

As reported in the TCR on Feb. 8, 2013, according to the Second
Amended Disclosure Statement, on the effective date of the Plan,
Prium Spokane will pay all allowed administrative expenses, and
will establish a reserve for payment of administrative expenses
that have accrued through the Confirmation Date, but remain
subject to allowance.

A dispute exists among creditor James F. Rigby, Trustee of the
Bankruptcy Estate of Michael R. Mastro, and parties-in-interest
Glenn Davis and Jeffrey Silesky regarding the interpretation,
enforceability or implementation of the Settlement Agreement among
those parties that was approved in the Mastro Bankruptcy Case.  On
the Effective Date, Prium Spokane will:

  (1) deposit the distribution payable with respect to the
      $11.4M Note under Class 7 of the Plan with the Clerk of the
      U.S. Bankruptcy Court for the Western District of
      Washington, and

  (2) commence an action in interpleader pursuant to FRBP 7022 in
      the Mastro Bankruptcy Case against Rigby, Davis and Silesky
      for those parties to adjudicate their claims arising and
      related to the Settlement Agreement and the $11.4M Note.

The confirmation order was issued March 29.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/PRIUM_SPOKANE_ds_2amended.pdf

Glenn Davis and Jeffrey Silesky assert ownership of the Mastro
Note, which is unpaid, and in default. The Debtor, in 2008,
borrowed $11,477,757 from Michael R. Mastro, evidenced by a
Promissory Note and secured by a second position Deed of Trust
against Parcels 1 and 2 of the Wells Fargo Center.  Mastro
subsequently assigned the Mastro Note and the Mastro Deed
of Trust to Wells Fargo Bank, National Association.  However,
James F. Rigby, trustee for the Bankruptcy estate of Michael R.
Mastro filed a proof of claim on March 15, 2011, in the amount of
$11,477,757 as a secured claim based on the Mastro Note and the
Mastro Deed of Trust.

                   About Prium Spokane Buildings

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Barry W. Davidson, Esq., at Davidson
Backman Medeiros PLLC, represented the Debtor.  Berreth,
Lochmiller & Associates, PLLC, served as accountants.  The Debtor
disclosed $17,042,743 in assets and $34,723,584 in liabilities as
of the Chapter 11 filing.  There was no creditors committee
appointed in the case.


PROGRESSIVE CASUALTY: Suffers Setback in $11.5MM D&O Fight
----------------------------------------------------------
Law360 reported that a federal judge on Sept. 13 questioned
Progressive Casualty Insurance Co.'s effort to avoid covering
former executives of a failed Arizona bank who face Federal
Deposit Insurance Corp. misconduct claims, this after the
insurer's suit was branded a violation of bankruptcy law.

According to the report, U.S. District Judge H. Russell Holland
gave Progressive two weeks to show why eight former directors and
officers of Community Bank of Arizona targeted by the FDIC should
not be dismissed from the insurer's declaratory suit disputing the
executives' defense and indemnity coverage.

The case is Progressive Casualty Insurance Company v. Federal
Deposit Insurance Corporation et al., Case No. 2:13-cv-00232 (D.
Ariz.) before Judge H Russel Holland.


RAM OF EASTERN: Plan Confirmation Hearing Continued Until Nov. 21
-----------------------------------------------------------------
The Bankruptcy Court granted Ram of Eastern North Carolina, LLC's
motion continuing from Sept. 5, 2013, until Nov. 21, at 1:30 p.m.,
the hearing to consider the confirmation of the Debtor's Plan of
Reorganization.

First South Bank, by and through its counsel Charles C. Edwards,
Jr., Esq., at Rodman, Holscher, Peck & Edwards, P.A., and the
Debtor have reached a verbal agreement as to the extension of the
deadline for filing ballots and objections to the proposed Plan to
a date which any continuance hearing is scheduled.

On Aug. 29, the Debtor filed a motion to continue the hearing on
Plan confirmation.  Wells Fargo Bank, N.A., has also asked the
Court to extend the ballot and objection deadline in relation to
the confirmation of the Plan.

The Court conditionally approved the Disclosure Statement on
Aug. 29.

As reported in the Troubled Company Reporter on July 3, 2013,
the Debtor's Plan contemplates the continuation of its business
activities.  Payments under the Plan will be made through income
earned through the operation of the Debtor's business, and through
deeding certain properties to its secured creditors.

Allowed Secured Claims are claims secured by property of the
Debtor's bankruptcy estate to the extent allowed as secured claims
under Section 506 of the Bankruptcy Code.  If the value of the
collateral or setoffs securing the creditor's claim is less than
the amount of the creditor's allowed claim, the deficiency will be
classified as a deficiency claim.

Aug 29 is the last day for filing written objections to the
Disclosure Statement and the confirmation of the Plan.  If no
objection to the Disclosure Statement is filed, the conditional
approval of the Disclosure Statement will become final.

A full-text copy of the Disclosure Statement dated June 20, 2013,
is available for free at:

          http://bankrupt.com/misc/RAMOFEASTERNds0620.pdf

The Disclosure Statement was filed by George M. Oliver, Esq. --
gmo@ofc-law.com -- and Ciara L. Rogers, Esq. -- clr@ofc-law.com --
at Oliver Friesen Cheek, PLLC, in New Bern, North Carolina, on
behalf of the Debtor.

Marjorie K. Lynch, Bankruptcy Administrator, by and through Brian
C. Behr, Esq., objected to the Debtor's Plan and Disclosure
Statement, stating, among other things, the Debtor has to satisfy
13 requirements set forth in Section 1129 of the Bankruptcy Code.

              About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RESIDENTIAL CAPITAL: Payment of Rust Consulting's Fees Okayed
-------------------------------------------------------------
Judge Martin Glenn authorized debtors GMAC Mortgage, LLC, and
Residential Capital, LLC, to satisfy, pay, and reimburse Rust
Consulting, Inc., all fees for services rendered as Paying Agent
under the amendment to the consent order, dated April 13, 2011,
with the Federal Reserve Board and the Federal Deposit Insurance
Corporation.

Rust Consulting is not required to submit fee applications
pursuant to Sections 330 and 331 of the Bankruptcy Code but the
firm is required to file with the Court, and provide notice to the
U.S. Trustee and the Official Committee of Unsecured Creditors,
reports of compensation earned and expenses incurred on at least a
quarterly basis.  Parties-in-interest have the right to object to
fees paid and expenses reimbursed to Rust Consulting within 20
days after Rust Consulting files the reports.

The Debtors had asked the Court for authority to terminate the
foreclosure review mandated by the 2011 Consent Order, stating
that the expenditure, which amounts to approximately $300,000 per
day, represents the single most costly administrative expense of
their estates.  The Debtors estimated that, as of the Petition
Date, the performance of the FRB Foreclosure Review may cost as
much as $180 million.  By August 2013, the Debtors' estimate of
the cost of the FRB Foreclosure Review had risen to $250 million.

Instead of terminating the FRB Foreclosure Review, the Debtors
opted to amend the Consent Order.  Under the Amended Consent
Order, GMAC Mortgage and ResCap will deposit into a segregated
escrow account an amount up to $230 million to fund a Qualified
Settlement Fund to replace the FRB Foreclosure Review obligations.

Through the Amendment, the Debtors have agreed to make a one-time
payment to a borrower fund in the amount of approximately $230
million, in satisfaction of the Consent Order's FRB Foreclosure
Review requirement.  The Settlement Amount consists of a cash
payment in the amount of $198,077,499 from which payments will be
made to borrowers.  Additionally, the Amendment requires ResCap
and GMAC Mortgage to provide loss mitigation or other foreclosure
prevention actions that total $316,923,998.  The Debtors and the
FRB have agreed that the Debtors may make an additional cash
payment in the amount of $31,692,400 in satisfaction of their
Foreclosure Prevention obligations.  The total cash consideration
to be paid to the FRB in satisfaction of the Consent Order is
$229,769,899, plus interest accruing on escrowed funds.

                     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: FGIC Settlement Approved
---------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved the settlement agreement, dated
May 23, 2013, among Residential Capital, LLC and its debtor
affiliates, Financial Guaranty Insurance Company, the FGIC
Trustees, and certain Institutional Investors, which agreement
resolves FGIC's claims totaling $5.5 billion in the aggregate and
majority of the general unsecured claims asserted by FGIC
Trustees.  The Settlement Agreement additionally contemplates a
$253.3 million payment from FGIC to the FGIC Trustees in exchange
for the release of FGIC's obligations under its insurance
policies.

Judge Glenn, in a memorandum opinion and order dated Sept. 13,
2013, found, based on a preponderance of the evidence presented,
that (i) the Settlement Agreement is fair, equitable and in the
best interests of the Debtors and their estates, and (ii) the FGIC
Trustees acted in good faith in entering the Settlement and the
Settlement is in the best interests of the investors in each FGIC
Insured Trust.

In his decision, Judge Glenn stated, "Absent the Settlement
Agreement, the Debtors would face complex and lengthy litigation
with FGIC and the FGIC Trustees over the validity, amount and
possible subordination of their asserted claims.  This litigation
would be fact-intensive and would include relatively novel legal
issues, making the potential outcome uncertain.  In addition, the
Debtors have experienced tremendous attrition among their
employees who worked on the securitizations at issue and this
would hinder the Debtors' efforts to offer meaningful live
testimony in support of the Debtors' defenses."

The Ad Hoc Committee of Junior Secured Noteholders, who declined
to participate in the global mediation, are the only party to
object to the Settlement on the basis that it fails to satisfy the
standards under Rule 9019 of the Federal Rules of Bankruptcy
Procedure.  Judge Glenn overruled the JSNs' objection, holding
that the JSNs have failed to provide any authority holding that a
court cannot approve a settlement where the claims could
potentially be subordinated.  Judge Glenn also held that although
the JSNs claim that the Settlement improperly grants FGIC a claim
against ResCap, the Debtors acknowledge that there would be no
recovery of the minimum allowed claim amount from ResCap because
ResCap is not obligated to reimburse FGIC for any payments under
the governing agreements.  Judge Glenn concluded that the factors
laid out in In re Iridium Operating LLC, 478 F.3d 452, 455 (2d
Cir. 2007, weigh heavily in favour of approving the Settlement
Agreement.

A full-text copy of Judge Glenn's Decision is available for free
at http://bankrupt.com/misc/RESCAP_fgicmemo0913.pdf

John C. Weitnauer, Esq., and Michael E. Johnson, Esq., at ALSTON &
BIRD LLP, in New York, is counsel to Wells Fargo Bank, N.A., as
Trustee of Certain Mortgage Backed Securities Trusts.

Glenn E. Siegel, Esq., at DECHERT LLP, in New York, is counsel to
The Bank of New York Mellon and The Bank of New York Mellon Trust
Company, N.A., as Trustee of Certain Mortgage-Backed Securities
Trusts.

Kathy Patrick, Esq., at GIBBS & BRUNS LLP, in Houston, Texas, is
attorney for Steering Committee of RMBS Investors.

Richard L. Wynne, Esq., and Howard F. Sidman, Esq., at JONES DAY,
in New York, are attorneys for Creditor Financial Guaranty
Insurance Company.

Philip S. Kaufman, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP,
in New York, is counsel to the Official Committee of Unsecured
Creditors.

Peter S. Goodman, Esq., and Michael R. Carney, Esq., at MCKOOL
SMITH, P.C., in New York, are counsel for Federal Home Loan
Mortgage Corporation.

Charles L. Kerr, Esq., and Joseph Alexander Lawrence, Esq., at
MORRISON & FOERSTER LLP, in New York, are counsel for the Debtors
and Debtors in Possession.

David B. Gelfarb, Esq., at MOSS & KALISH, PLLC, in New York, is
counsel for Federal Home Loan Mortgage Corporation.

Andrew G. Devore, Esq., at ROPES & GRAY, in Boston, Massachusetts,
is attorney for Steering Committee of RMBS Investors.

Jeffrey Dine, Esq., and Mark Kotwick, Esq., at SEWARD & KISSEL
LLP, in New York, are counsel to U.S. Bank National Association,
as Trustee of Certain Mortgage-Backed Securities.

J. Christopher Shore, Esq., at WHITE & CASE LLP, in New York, is
counsel to the Ad Hoc Group of Junior Secured Noteholders.

Joseph T. Baio, Esq., Mary Eaton, Esq., and Emma J. James, Esq.,
at WILLKIE FARR & GALLAGHER LLP, in New York, are attorneys for
Monarch Alternative Capital LP, Stonehill Capital Management LLC,
Bayview Fund Management LLC, CQS ABS Master Fund limited and CQS
Alpha Master Fund Limited.

                     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: Several Parties to Join Plan Discovery
-----------------------------------------------------------
Several indenture trustees and the plaintiffs in two class actions
filed notices informing the Court of their intent to participate
in the Chapter 11 Plan discovery in the cases of Residential
Capital LLC and its debtor affiliates:

   * Wilmington Trust, N.A., solely in its capacity as indenture
     trustee for the Senior Unsecured Notes issued by Residential
     Capital LLC, and as represented by Walter H. Curchack, Esq.,
     and Vadim J. Rubinstein, Esq., at Loeb & Loeb LLP, in New
     York; and Thomas J. Moloney, Esq., and Sean A. O'Neal, Esq.,
     at Cleary Gottlieb Steen & Hamilton LLP, in New York;

   * The Bank of New York Mellon Trust Company, N.A. and The Bank
     of New York Mellon, each as trustee and/or master servicer
     in respect of certain RMBS Trusts, represented by Glenn E.
     Siegel, Esq., Craig P. Druehl, Esq., and Mauricio A. Espana,
     Esq., at Dechert LLP, in New York; and Allen Pfeiffer, Esq.,
     at Dentons US LLP, in New York;

   * U.S. Bank National Association, solely in its capacity as
     trustee, indenture trustee, and master servicer in respect
     of certain RMBS Trusts, represented by Mark D. Kotwick,
     Esq., Arlene R. Alves, Esq., and Brian P. Mahoney, Esq., at
     Seward & Kissel LLP, in New York;

   * Wells Fargo Bank, N.A., solely in its capacity as
     trustee, indenture trustee, securities administrator,
     co-administrator, paying agent, grantor trustee, master
     servicer, custodian and/or similar agency capacities in
     respect of certain residential mortgage-backed securities
     trusts, represented by Michael E. Johnson, Esq., and William
     Hao, Esq., at Alston & Bird LLP, in New York, and John C.
     Weitnauer, Esq., at Alston & Bird LLP, in Atlanta, Georgia;

   * Wells Fargo Bank, N.A., in its capacity as First Priority
     Collateral Agent, Third Priority Collateral Agent, and
     Collateral Control Agent, represented by Eric Schaffer,
     Esq., David Schlecker, Esq., and Sarah Kam, Esq., at Reed
     Smith LLP, in New York;

   * Law Debenture Trust Company of New York, solely in its
     capacity as Separate Trustee of certain RMBS Trusts,
     represented by Dale C. Christensen, Jr., Esq., and Thomas
     Ross Hooper, Esq., at Seward & Kissel LLP, in New York;

   * Morgan Stanley & Co. Incorporated (n/k/a Morgan Stanley
     & Co. LLC), represented by Kevin H. Marino, Esq., and John
     A. Boyle, Esq., at Marino, Tortorella & Boyle, P.C.;

   * HSBC Bank USA, National Association, solely in its capacity
     as trustee in respect of certain RMBS Trusts, represented by
     John Kibler, Esq., and Jonathan Cho, Esq., at Allen & Overy
     LLP;

   * Syncora Guarantee Inc., represented by Paul R. DeFilippo,
     Esq., and Randall R. Rainer, Esq., at Wollmuth Maher &
     Deutsch LLP;

   * Rowena Drennen, Flora Gaskin, Roger Turner, Christie Turner,
     John Picard, and Rebecca Picard, a representative group of
     lead plaintiffs of the class known as the "Kessler Class" in
     the consolidated class action entitled In re: Community Bank
     of Northern Virginia Second Mortgage Lending Practice
     Litigation, represented by Daniel J. Flanigan, Esq., at
     Polsinelli PC; David M. Skeens, Esq., and R. Frederick
     Walters, Esq., at Walters, Bender, Strohbehn & Vaughan; and
     R. Bruce Carlson, Esq., at Carlson Lynch LTD;

   * Plaintiffs in the putative class action captioned
     Rothstein, et al. v. GMAC Mortgage, LLC, et al., No.
     1:12-CV-3412-AJN (S.D.N.Y.), represented by Mark A. Strauss,
     Esq., and J. Brandon Walker, Esq., at KIRBY McINERNEY LLP,
     in New York; and Mary E. Augustine, Esq., and Garvan F.
     McDaniel, Esq., at BIFFERATO GENTILOTTI, in Wilmington,
     Delaware;

   * Financial Guaranty Insurance Company, represented by Richard
     L. Wynne, Esq., and Erin N. Brady, Esq., at Jones Day.

                     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: PNC Bank Claim Disallowed
----------------------------------------------
Judge Martin Glenn disallowed and expunged Claim No. 4760 filed by
PNC Bank, N.A., filed against Debtor Residential Funding Company,
LLC, on the grounds that there does not exist any statutory or
contractual basis for the PNC Claim.  The PNC Claim is also
disallowed pursuant Section 502(e)(1)(B) of the Bankruptcy Code.

The PNC Claim asserts a contingent and unliquidated claim for
contribution or indemnity for claims asserted in a prepetition
putative class action, which alleges violations of the Real Estate
Settlement Practices Act, the Trust in Lending Act, or the
Racketeer Influenced and Corrupt Organizations Act.  A total of 11
cases have been consolidated and are being jointly administered in
a multi-district litigation pending before the U.S. District Court
for the Western District of Pennsylvania styled as In re Community
Bank of Northern Virginia Second Mortgage Practice Litigation, MDL
No. 1674, Case Nos. 03-0425, 02-02101, 05-1386.  The claims at
issue in the MDL case relevant to the PNC Claim arise under
federal law and relate to the lending practices of a non-debtor
bank, Community Bank of Northern Virginia, in connection with
second mortgage loans made by CBNV to homeowners between 1998 and
2002.  PNC is a successor to CBNV through a series of mergers and
acquisitions.  RFC was named a defendant because it purchased many
of the loans made by CBNV and purportedly funded the alleged
"fraudulent kick-back scheme" allegedly perpetrated by CBNV.

                     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).


REVEL AC: Accused of Offering Bogus Refunds
-------------------------------------------
Law360 reported that Revel, the Atlantic City, N.J., casino that
emerged from bankruptcy in May, was hit with a putative class
action in New Jersey federal court alleging Revel's promotional
offer to refund slot losses, launched to goose its business,
intentionally defrauded customers.

According to the report, Margaret and Nicholas Peragine filed suit
against the casino's owners, Revel Entertainment Group LLC and
Chatham Asset Management LLC, on behalf of themselves and anyone
who gambled on Revel's slot machines in July.

The case is PERAGINE et al v. REVEL ENTERTAINMENT GROUP LLC et
al., Case No. 1:13-cv-05451 (D.N.J.) before Judge Noel L. Hillman.
The case was filed Sept. 12, 2013.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


REVSTONE INDUSTRIES: Creditor Loses Bid to Convert Cases to Ch. 7
-----------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Sept. 16
denied a request by Boston Finance Group LLC to convert the cases
of two subsidiaries of debtor   Revstone Industries LLC from
Chapter 11 to Chapter 7 proceedings, ruling that conversion would
soak up so much time and money that stakeholders' potential
recoveries could be put at risk.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
ruled on the request to have the cases for the estates of auto
parts makers Greenwood Forgings LLC and U.S. Tool & Engineering
LLC turned into Chapter 7 proceedings.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RICCO INC: Hiring Joe R. Pyle as Auctioneer to Assist in Sale
-------------------------------------------------------------
Robert L. Johns, Chapter 11 Trustee of the bankruptcy estate of
Ricco, Inc., asks the U.S. Bankruptcy Court for the Northern
District of West Virginia for authorization to employ Joe R. Pyle
Auction & Realty Company as auctioneer to assist the Trustee in
the sale of the Debtor's real property.

The real estate to be sold consists of various parcels of surface
and/or minerals, totaling approximately 1,590.71 acres of surface
only or surface and minerals and 3,250.3709 acres of minerals
only, located in Garrett County, Maryland and Mineral and Grant
Counties, West Virginia.

The Trustee further requests that the Court authorize the Trustee
to permit the payment of the auctioneer's commission in the form
of a Buyer's premium in the amount of five percent (5%) of the
sales price of the real property (with a minimum commission of
$10,000.00), plus actual hard costs of advertising and promotion
of no more than $25,000.00.  According to papers filed with the
Court, Mr. Pyle offers to share a portion of its commission equal
to 1% of the sale price with any real estate broker who brings a
successful bidder to the auction, and Mr. Pyle may pay a referral
fee to Martin & Martin Auctioneers, LLC, but in either event, such
sharing of the commission or payment of a referral fee will not
reduce the sale proceeds to the bankruptcy estate.

                          About Ricco Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7,
2010 (Bankr. N.D. W.V. Case No. 10-00023).  In its schedules, the
Debtor disclosed $15,162,600 in assets and $4,093,674 in
liabilities as of the Petition Date.

Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner &
Johns, PLLC, in Charleston, West Va., represent Robert L. Johns,
Chapter 11 Trustee as counsel.

David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore
and Shohl LLP, in Morgantown, W. Va., represents the Official
Committee of Unsecured Creditors as counsel.


ROGAN RR: Case Summary & 2 Unsecured Creditors
----------------------------------------------
Debtor: Rogan RR, LLC
        225 Railroad Ave.
        Bedford Hills, NY 10507

Bankruptcy Case No.: 13-23532

Chapter 11 Petition Date: September 13, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com

Scheduled Assets: $0

Scheduled Liabilities: $1,600,000

A list of the Company's two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-23532.pdf

The petition was signed by James Rogan, managing member.


RURAL METRO: November 6 Settlement Fairness Hearing Set
-------------------------------------------------------
The following statement is being issued by Robbins Geller Rudman &
Dowd LLP pursuant to an order of The Court of Chancery of the
State of Delaware.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

        In re: RURAL METRO CORPORATION   )   Consolidated
        SHAREHOLDERS LITIGATION          )   C.A. no. 6350-VCL

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS
ACTION(1)

TO: ALL HOLDERS OF RURAL/METRO CORPORATION COMMON STOCK AT ANY
TIME FROM MARCH 28, 2011 THROUGH AND INCLUDING JUNE 30, 2011,
WHETHER BENEFICIAL OR OF RECORD, INCLUDING THEIR LEGAL
REPRESENTATIVES, HEIRS, SUCCESSORS IN INTEREST, TRANSFEREES AND
ASSIGNEES OF ALL SUCH FOREGOING HOLDERS.

PLEASE READ THIS NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED
BY A CLASS ACTION LAWSUIT PENDING IN THE COURT OF CHANCERY OF THE
STATE OF DELAWARE.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of
Chancery of the State of Delaware, dated September 4, 2013, that
Lead Plaintiff and the Settling Defendants in the above-captioned
class action lawsuit, challenging the acquisition of Rural/Metro
Corporation by an investor group led by investment funds
controlled by Warburg Pincus, LLC have entered into a proposed
settlement of the Action.(2)

The complete terms of the Settlement are set forth in the
Stipulation and Agreement of Compromise and Settlement between
Lead Plaintiff, the Rural/Metro Defendants and Moelis & Company
LLC dated as of August 3, 2013.  The Stipulation can be obtained
at http://www.gilardi.com

A settlement hearing is scheduled to be held in the Court of
Chancery, New Castle County Courthouse, 500 North King Street,
Wilmington, Delaware 19801, on November 6, 2013, at 2:00 p.m. to,
among other things: (a) determine whether the Court should approve
the Settlement as fair, reasonable and adequate and in the best
interests of the Class; (b) determine whether the Judgment should
be entered dismissing the Action as to the Settling Defendants
with prejudice; (c) consider the application by Co-Lead Counsel
for attorneys' fees and payment of expenses; (d) hear and
determine any objections to the Settlement or the application of
Co-Lead Counsel for an award of attorneys' fees and expenses; and
(e) rule on such other matters as the Court may deem appropriate.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL
BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT.  If you have
not received the full printed Notice of Pendency and Proposed
Settlement of Class Action, you may obtain a copy of the
Stipulation, Notice and/or the Proof of Claim by contacting
Rural/Metro Shareholder Litigation, Claims Administrator, c/o
Gilardi & Co. LLC, P.O. Box 5100 Larkspur, CA 94977-5100, 1-(888)-
283-8029, http://www.gilardi.comor Co-Lead Counsel:

         Bouchard Margules & Friedlander, P.A
         Joel E. Friedlander
         222 Delaware Avenue, Suite 1400
         Wilmington, DE 19801
         302-573-3500

         Robbins Geller Rudman & Dowd LLP
         Randall J. Baron
         655 West Broadway, Suite 1900
         San Diego, CA 92101
         1-800-449-4900

If you are a Class member you will be bound by any judgment
entered in the Action.  Any objections to the Settlement and/or
application for attorneys' fees and expenses must be filed with
the Court and delivered to all counsel listed in the Notice such
that they are received no later than October 23, 2013, in
accordance with the instructions set forth in the Notice.  Class
members who do not object need not appear at the Settlement
Hearing or take any other action to indicate their approval.

(1) On August 4, 2013, Rural/Metro Corporation and certain
affiliates filed Voluntary Petitions for Relief under Chapter 11
of Title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware, Case No. 13-11979,
and jointly administered under In re Rural/Metro Corporation, et
al., Case No. 13-11952 (KJC).  Pursuant to 11 U.S.C. 362, inter
alia, the filing of the Petitions operates as a stay of the
commencement or continuation of judicial, administrative or other
actions or proceedings against Rural/Metro Corporation and the
other Debtors as of the Petition Date.  The Debtors have not
asserted that the bankruptcy filing and automatic stay prevents
the Court from proceeding with the partial settlement as to the
individual defendants or Moelis & Company LLC.

(2) The proposed settlement does not resolve any claims of the
Class against RBC Capital Markets LLC.  Lead Plaintiff Tried her
case against RBC Beginning on May 6, 2013 and ending on May 9,
2013.  Post-trial oral arguments between Lead Plaintiff and RBC
are scheduled to be held on September 26, 2013.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING
THIS NOTICE.  If you have any questions about the litigation or
the Settlement, you may contact Co-Lead Counsel:

Dated: September 4, 2013
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                      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.


RURAL/METRO CORP: Chapter 11 Plan Filed
---------------------------------------
BankruptcyData reported that Rural/Metro filed with the U.S.
Bankruptcy Court a Joint Chapter 11 Plan of Reorganization and
related Disclosure Statement.

According to the Disclosure Statement, "Generally, the Plan
provides for a consensual balance sheet restructuring that will
reduce the Debtors' funded indebtedness by approximately 50% and
cut interest payments nearly in half. Specifically, the
restructuring transactions contemplated in the Plan will
substantially de-lever debt obligations by (i) partially paying
down the prepetition senior secured facility by $50,000,000 and
(ii) converting Noteholder Claims and Other Unsecured Claims (to
the extent holders of Other Unsecured Claims elect to receive New
Common Stock in lieu of Cash) into 100% of the common stock of
Reorganized RMC subject to dilution only by: (A) the options to
purchase the common stock of Reorganized RMC that may be issued to
the Reorganized Debtors' post-Effective Date directors, officers
and employees pursuant to the Management Equity Plan described in
Article XI hereof; and (B) the shares of common stock of
Reorganized RMC issued pursuant to the Rights Offering (including
any New Common Stock issued pursuant to the Rights Offering
Backstop Commitment Agreement). The Debtors' prepetition equity
holders' interests will be cancelled, and upon emergence, all of
Reorganized RMC's New Common Stock will be owned by the holders of
Noteholder Claims (including those participating in the Rights
Offering) and the holders of the Other Unsecured Claims (to the
extent such holders of Other Unsecured Claim select to receive New
Common Stock in lieu of Cash). Creditors holding Other Secured
Claims will receive cash, their collateral, or retain their liens,
as applicable, in satisfaction
of their Claims."

                  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.


SALLY HOLDINGS: Good Performance Cues Moody's to Lift CFR to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded all ratings of Sally Holdings
LLC, including the Corporate Family Rating to Ba2 from Ba3 and the
ratings on its senior unsecured notes to Ba2 from Ba3. The rating
outlook is stable.

Moody's upgraded the following ratings:

Sally Holdings LLC:

  Corporate family rating to Ba2 from Ba3;

  Probability of default rating to Ba2-PD from Ba3-PD;

  $850 million 5.75% sr. unsecured notes due 2022 to Ba2 (LGD4,
  59%) from Ba3 (LGD4, 58%);

  $750 million 6.875% sr. unsecured notes due 2019 to Ba2 (LGD4,
  59%) from Ba3 (LGD4, 58%);

  Senior unsecured shelf to (P)Ba2 from (P)Ba3;

Sally Beauty Holdings, Inc.:

  Senior unsecured shelf to (P)Ba2 from (P)Ba3;

Sally Capital, Inc.:

  Senior unsecured shelf to (P)Ba2 from (P)Ba3;

Sally Holdings LLC's SGL-1 Speculative Grade Liquidity Rating was
affirmed.

Ratings Rationale:

"The upgrade reflects Sally's continued steady operating
performance, cash flow and credit metrics," said Moody's analyst,
Mike Zuccaro. For the past year, Sally's lease-adjusted
debt/EBITDA has remained stable, in the very low 4.0 times range.
"We continue to expect Sally to invest in growth through new store
openings and acquisitions, and that the company will use excess
cash for shareholder returns while maintaining its existing credit
profile."

Sally's Ba2 corporate family rating reflects its solid market
position in the professional beauty supply market, steady
performance through economic cycles, geographic diversity, and
strong merchandising focus which Moody's expects will continue to
benefit the company's margins. Sally's liquidity is very good,
supported by the expectation that operating cash flow and ample
revolver availability will be more than sufficient to cover
working capital and capital spending over the next twelve months.
The rating is constrained by the company's high debt load and
continued risk for a more aggressive financial policy due to
increased share repurchase activity.

The stable outlook reflects the expectation for continued
profitable growth while maintaining a disciplined approach to
shareholder returns and acquisitions.

Ratings could be downgraded if operating performance were to
sustainably weaken, financial policies were to become more
aggressive, or the company were unable to maintain at least good
liquidity. Specific metrics include debt/EBITDA sustained near 5.0
times, interest coverage below 2.75 times and retained cash flow-
to-net debt below 12.5%.

An upgrade would require continued profitable growth and increased
global scale, as well as comfort on Moody's part that Sally will
demonstrate the willingness to achieve and maintain debt/EBITDA
below 3.5 times and retained cash flow-to-debt above 20%.

Sally Holdings LLC, based in Denton, Texas, is an international
retailer and distributor of beauty supplies. Its two subsidiaries,
Sally Beauty Supply and Beauty Systems Group, sell and distribute
beauty products to individual retail consumers and salon
professionals. Products are distributed through a network of over
4,600 stores in 11 countries. Revenues approached $3.6 billion for
the twelve month period ended June 30, 2013.

The principal methodology used in this rating was the Global
Retail Industry Methodology published in June 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.


SAVE MOST: Seeks Immediate Dismissal of Chapter 11 Case
-------------------------------------------------------
Save Most Desert Rancho, Ltd., asks the U.S. Bankruptcy Court for
the Central District of California to immediately dismiss its
Chapter 11 case conditioned upon such order providing that,
notwithstanding section 349 of the Bankruptcy Code:

1) all prior orders of the Bankruptcy Court will survive
dismissal; and

2) the Court will retain exclusive jurisdiction to enforce the
provisions of the Sale Order [approving the sale of the Corona
Property], the Sale Agreement, the Amendment Order, the Amendment
and the order approving this Dismiss Motion (the "Dismissal
Order") and to resolve any dispute concerning the Sale Orders and
the Dismissal Order.

According to the Debtor, the sale of the Corona Property has
closed.

The Debtor tells the Court that it recently received an offer to
purchase the Laguna Hills Property which is conditioned upon
closing the sale as quickly as possible but not later than
Oct. 15, 2013.  "The Debtor reached an agreement with JP Morgan
Chase Bank, the lender holding the only trust deed against the
Laguna Hills Property, which provides for the sale of the Laguna
Hills Property and is conditioned upon the Debtor promptly seeking
dismissal of its Chapter 11 case and distributing an agreed
upon payment amount to Chase to be received no later than Oct. 15,
2013.

"The net proceeds from the sale of the Laguna Hill Property, after
payment of: a) the agreed upon amount to be paid to Chase on
account of its secured claim; b) real property taxes; c) escrow,
title and other fees; and d) all administrative claims, including
legal fees and costs of the Law Offices of Michael G. Spector
which are to be paid through this escrow after approval by the
Debtor, is sufficient to pay all non-insider general unsecured
claim (estimated at $23,000) in full.  Insiders have agreed to
subordinate their claims to holders of allowed unsecured claims.

According to papers filed with the Court, dismissal on the terms
set forth above is in the best interest of creditors and the
Debtor for at least the following reasons:

a. All non-insider claims against the Debtor's bankruptcy estate
will be paid expeditiously and in full;

b. It will prevent the delays and costs associated with
confirmation of a liquidating plan;

c. All orders entered in the Debtor's Chapter 11 case [will
survive dismissal];

d. In the event there are any issues related to the sale of the
Corona Property, this Court will retain jurisdiction to resolve
such disputes;

e. The Debtor will be able to comply with the timing requirements
set forth in the offer to purchase the Laguna Hill Property and
complete the sale of on or before Oct. 15, 2013, resulting in
payment of all unsecured and administrative claims; and

f. The Debtor will be able to comply with the timing requirements
of its settlement with Chase which provides for payment to Chase
on account of its secured claim no later than Oct. 15, 2013.

The hearing to consider the Debtor's Dismiss Motion is set for
Oct. 2, 2013, at 10:00 a.m.

A copy of the Dismiss Motion is available at:

          http://bankrupt.com/misc/savemost.doc163.pdf

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15,
2012.  The Laguna Hills-based company disclosed $10,134,997 in
assets and $14,874,770 in liabilities as of the Chapter 11 filing.
The petition was signed by Charles Kaminskas for Brighton Park,
LP, general partner.  Michael G. Spector, Esq., and Vicki L.
Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa
Ana, Calif., represent the Debtor as Chapter 11 insolvency
counsel.

Michael D. Testan, Esq., represents JPMorgan.


SAVE MOST: Exclusive Solicitation Period Extended Until Dec. 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Save Most Desert Rancho, Ltd.'s exclusive period to
solicit acceptances of its filed Plan through and including
Dec. 12, 2013.

As reported in the TCR on Aug. 21, 2013, the Plan Period expired
on June 15, and the Debtor filed its Plan and Disclosure Statement
on that date.  The solicitation period expired on Sept. 11.

The Debtor explains that the extension will allow the active
issues and disputes with its secured lenders to be resolved and
eliminate the chance of the Debtor being subject to a chaotic
environment where there are competing plans of reorganization.

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15,
2012.  The Laguna Hills-based company disclosed $10,134,997 in
assets and $14,874,770 in liabilities as of the Chapter 11 filing.
The petition was signed by Charles Kaminskas for Brighton Park,
LP, general partner.  Michael G. Spector, Esq., and Vicki L.
Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa
Ana, Calif., represent the Debtor as Chapter 11 insolvency
counsel.

Michael D. Testan, Esq., represents JPMorgan.


SCOOTER STORE: Closing, Loses Medicare Reimbursement
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the Scooter Store Inc. lined up a buyer, the
supplier of power wheelchairs and scooters is going out of
business.

According to the report, the company lost the right to
reimbursement from Medicare, thus cutting off the primary source
of revenue, according to Cathy Hershcopf, a lawyer for the
company's official creditors' committee.

"Even though there was a buyer, there's now nothing to sell," Ms.
Hershcopf said in a phone interview with Bloomberg.  A purchaser,
she said, "would have kept employees working and vendors selling
goods."  "I assume Medicare took the step," Ms. Hershcopf said,
"because it doesn't have confidence in the company."

The report notes that the failure of the business is all the more
disappointing because the committee and third-lien lender Sun
Capital Partners Inc. had an agreement carving out some sale
proceeds that might have produced a recovery for unsecured
creditors.  Sun Capital is a 66.8 percent controlling shareholder
and is owed $40 million on third-lien debt.  There is an auction
scheduled for Sept. 23, with bids due Sept. 19.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SOUTHERN MONTANA: Chapter 11 Trustee Files Second Amended Plan
--------------------------------------------------------------
On Sept. 12, 2013, Lee A. Freeman, the duly appointed Chapter 11
trustee for Debtor Southern Montana Electric Generation and
Transmission Cooperative, Inc., filed a proposed disclosure
statement for the Trustee's Second Amended Plan of Reorganization
for the Debtor.

According to the disclosure statement, the Plan provides for the
continued operation of the Debtor, a settlement with the
Noteholders which resolves the issue of the value of the
Noteholders' collateral and under which the Noteholders' current
claim for a $46 million "make-whole amount" is waived, significant
recoveries to secured creditors, a distribution to unsecured
creditors that is equal to if not greater than what they would
receive if the Debtor were to be liquidated, and reasonable rates
to the Debtor's members for at least the next decade.

In addition to the settlement with the Noteholders, one of the
other key elements of the Plan is a 10-year, all requirements
power supply agreement between Reorganized Southern and Morgan
Stanley Capital Group, Inc. (the "MSCGI Agreement") under which
all of the Debtor's power and energy needs will be met with under
market-based prices that are, in real dollars, at historical lows.
The MSCGI Agreement replaces a pre-petition, long-term power
supply agreement with PPL Montana that required the Debtor to
purchase quantities of power that greatly exceeded its needs and
at prices that turned out to be significantly over-market.

Claims in Classes 2(A) (Prudential), 2(B) (Modern Woodmen), 2(C)
(First Interstate Bank Secured Loan), 3 (CFC), 4 (First Interstate
Bank Unsecured Loan), 5 (Construction Lien Claims), 6 (General
Unsecured Claims), and 7 (Convenience Claims) are impaired under
the Plan and Claims in such Classes will receive distributions
under the Plan to the extent not otherwise waived.  As a result,
holders of Allowed Claims in those Classes are entitled to vote to
accept or reject the Plan.

Holders of Claims in Classes 1 (Priority Non-Tax Claims),
8 (Member Patronage Capital and similar Claims), and 9 (Member
Interests) are unimpaired by the Plan.  As a result, holders of
Claims or Member Interests in those Classes are conclusively
presumed to have accepted the Plan pursuant to section 1126(f) of
the Bankruptcy Code.

Under the Plan terms, General Unsecured Claims in Class 6 will
receive their Pro Rata share of the Unencumbered Cash in the
Estate.  Distribution of the Pro Rata payment will be made within
30 days after the Effective Date, with additional distributions
from any Unencumbered Cash proceeds received from the Litigation
Recoveries to be made as and when available, provided, however,
Allowed General Unsecured Claim holders will have no interest in
and shall receive no distribution from the Operating Cash Reserve.

Except to the extent that the holder of an Allowed Convenience
Claim agrees to less favorable treatment or has been paid on
account of such Claim prior to the Effective Date, each holder, if
any, of an Allowed Convenience Claim will receive Cash in an
amount equal to 50% of such Allowed Convenience Claim on the later
of the Effective Date or the date such Claim becomes an Allowed
Convenience Claim, or as soon thereafter as is practicable.

Each holder of a Claim Allowed in an amount greater than $5,000,
which Claim would otherwise be a General Unsecured Claim, may
elect to voluntarily reduce such Claim to $5,000 and be treated as
the holder of an Allowed Convenience Claim for purposes of this
Plan.

Member Patronage Capital and similar Claims in Class 8 will retain
their Allowed Claims in accordance with and as provided by the
Debtor's Bylaws.

Member Interests and Member Certificates in Class 9 will be
retained by the Members in accordance with and as provided by the
Debtor's Bylaws.

A copy of the proposed disclosure statement for the Trustee's
Second Amended Plan of Reorganization for the Debtor is available
for free at http://bankrupt.com/misc/southernmontana.doc1018.pdf

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


SPINDLE INC: Incurs $862K Net Loss in Second Quarter
----------------------------------------------------
Spindle, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $861,717 on $327,210 of revenue for the three months
ended June 30, 2013, compared with a net loss of $412,805 on $nil
revenue for the same period last year.

The Company reported a net loss of $1.54 million on $705,446 of
revenue for the six months ended June 30, 2013, compared with a
net loss of $604,782 on $17,974 of revenue for the corresponding
period of 2012.

The Company's balance sheet at June 30, 2013, showed $5.75 million
in total assets, $719,579 in total liabilities, and stockholders'
equity of $5.03 million.

"As shown in the accompanying financial statements, the Company
has incurred a net loss of ($1,536,958) for the six month period
ended June 30, 2013, and has an accumulated deficit of
($4,153,571).

"In order to continue as a going concern, the Company will need,
among other things, additional capital resources.   The Company is
significantly dependent upon its ability, and will continue to
attempt, to secure equity and/or additional debt financing.  The
Company has recently issued debt securities and may conduct an
offering of its equity securities to raise proceeds to finance its
plan of operation.   There are no assurances that the Company will
be successful and without sufficient financing it would be
unlikely for the Company to continue as a going concern.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  These financial
statements do not include any adjustments that might arise from
this uncertainty."

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

Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated
in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf,
Inc."  The Company was previously an online retailer of golf-
related apparel, equipment and supplies.  Through the date of this
quarterly report, the Company only generated minimal revenues from
that line of business.  Spindle is a commerce-centric company with
four primary customers: 1) individual consumers (buyers); 2)
individual businesses (merchants or sellers); 3) third party
channel partners (financial institutions and other non-bank
partners such as wireless carriers); and 4) advertisers (retail,
brands, and destinations).  The Company intends to generate
revenue through patented cloud-based payment processes under the
Spindle product line, and licensing of its intellectual property.


SPIRIT REALTY: S&P Retains 'B' Corp. Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating on Spirit Realty Capital Inc. (Spirit) remains on
CreditWatch, where it was placed with positive implications on
Jan. 28, 2013.

The company closed its merger with Cole Credit Property Trust II
(CCPT II) on July 17, 2013.  In conjunction with the 100% stock
merger transaction, Spirit also entered in a new three-year
$400 million revolving credit facility (to replace an existing
$100 million revolving credit facility) and issued $203 million in
10-year fixed-rate commercial mortgage backed securities (CMBS).
Spirit used borrowings under the new revolving credit facility and
the CMBS debt to pay down CCPT II's $324 million balance on its
now-terminated revolving credit facility.  Post-merger, Spirit is
the second-largest publicly traded triple-net-lease REIT in the
U.S. with a pro forma enterprise value of about $6.9 billion.

The ultimate corporate credit rating on Spirit will depend on
several factors, including:

   -- S&P's assessment of its business risk profile following the
      merger;

   -- S&P's view of the diversification and cash flow stability of
      the combined portfolio; and

   -- The financial risk profile, particularly the liquidity and
      debt coverage measures of the company post-merger.

"We believe Spirit's merger with CCPT II improves its business
risk profile, particularly from a scale and portfolio
diversification perspective," said Standard & Poor's credit
analyst James Sung.  In addition, S&P thinks it modestly
strengthens its financial risk profile, because it expects it will
lead to lower leverage and higher fixed-charge coverage metrics.
S&P plans to meet with Spirit's management team during the next
month to clarify and reassess these credit improvement
assumptions.  Following these discussions, S&P will shortly
thereafter remove the CreditWatch listing and consider raising the
rating.  Conversely, although unlikely, S&P would consider
lowering the rating if the company's liquidity were to become
constrained or if debt coverage measures were to deteriorate,
perhaps due to tenant challenges.


SPRINGLEAF FINANCE: Fitch to Rate $150MM Unsecured Notes at 'B-'
----------------------------------------------------------------
Fitch Ratings expects to rate Springleaf Finance Corporation's
$150 million senior unsecured notes due 2021 and $100 million
senior unsecured notes due 2023 'B-/RR4'.

Fitch also expects to rate Springleaf's $500 million senior
unsecured notes due 2021 and $200 million senior unsecured noted
due 2023 'B-/RR4'. These notes were issued by Springleaf in a
privately negotiated exchange for $700 million of the company's
existing 6.90% medium term notes due 2017.

Springleaf intends to use the proceeds from the offering for
general corporate purposes, including the repayment or repurchase
of existing debt.

Key Rating Drivers

The proposed note issuance does not affect Springleaf's long-term
Issuer Default Rating (IDR) of 'B-' as overall liquidity and
leverage do not change materially. Based on the priority of
repayment and potential asset discount, the expected unsecured
note rating of 'B-/RR4' implies an average recovery for unsecured
debt holders. The issuance is expected to reduce the company's
2017 debt tower, which is viewed positively by Fitch. Fitch
believes the company has adequate sources of liquidity to
originate new loans and meet its debt obligations through 2016.

Rating Sensitivities

Fitch believes additional upward rating momentum could potentially
be warranted if 2017 debt maturities are reduced further,
profitability is sustained over an extended period of time, asset
quality improves further, and leverage declines to a level more
in-line with higher rated consumer finance companies. That said,
potential upward momentum would likely be limited to a below
investment grade level, given Springleaf's monoline focus on sub-
prime consumer lending and the potential for increased regulatory
scrutiny.

Conversely, an inability to refinance existing debt at reasonable
costs, substantial credit quality deterioration, potential new and
more onerous rules and regulations, as well as potential
shareholder-friendly actions given the high private equity
ownership, could generate negative rating momentum or may result
in notching the senior unsecured rating below the IDR.

Fitch currently rates Springleaf as follows:

Springleaf Finance Corporation

-- Long-term IDR 'B-';
-- Senior unsecured debt 'B-/RR4'.

AGFC Capital Trust I

-- Preferred stock 'CC/RR6'.

The Rating Outlook is Stable.


ST. GEORGES CRESCENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: St. Georges Crescent LLC
        c/o Michael Waldman
        29 Wildwood Drive
        Wilton, CT 06897

Bankruptcy Case No.: 13-12985

Chapter 11 Petition Date: September 13, 2013

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

Judge: James M. Peck

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN
                  WISE & WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.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 Michael Waldman, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
2279-2283 Third Avenue Associates LLC  12-13092   07/17/12


STANFORD GROUP: Proskauer Asks If Receiver Attys Shared Info
------------------------------------------------------------
Law360 reported that Proskauer Rose LLP urged a Texas federal
judge on Sept. 13 to force Stanford Financial Group's receiver to
show whether his possibly outgoing attorney swapped confidential
information with his proposed replacement, demanding discovery in
the receiver's suit accusing the firm of aiding a $7 billion Ponzi
scheme.

According to the report, the firm's request continues a fight with
receiver Ralph S. Janvey over whether intricate details of a
government investigation into convicted Ponzi schemer Robert Allen
Stanford have been improperly shared with attorneys working on a
civil suit.

The case is Janvey et al v. Proskauer Rose LLP et al., Case No.
3:13-cv-00477 (N.D. Tex.) before Judge David C Godbey.

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


TRANS ENERGY: Presented at Euro Pacific and Rodman Conferences
--------------------------------------------------------------
Trans Energy, Inc., announced that Chairman Steve Lucado and
President John Corp presented on Sept. 10, 2013, at the Euro
Pacific Capital Global Investment Conference 2013 being held at
the Sofitel Hotel in New York.

Also on September 10, the Company presented at the Rodman &
Renshaw Annual Global Investment Conference 2013 being held at the
Millennium Broadway Hotel in New York.

The presentations focused on the Company's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, Tyler and
Wetzel counties in Northern West Virginia.  The presentations
covered the following topics:

  * General information about Trans Energy, Inc.
  * Discussion of drilling results
  * Production history and future drilling plans
  * Wet gas economics
  * SEC Reserves
  * Debt financing - Credit Agreement
  * Other information

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at March 31, 2013, showed $85.10
million in total assets, $79.41 million in total liabilities and
$5.68 million in total stockholders' equity.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2013, showed $88.89
million in total assets, $85.48 million in total liabilities and
$3.40 million in total stockholders' equity.


UNI-PIXEL INC: Kevin Douglas No Longer a Shareholder at Sept. 10
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Kevin Douglas and his affiliates disclosed
that as of Sept. 10, 2013, they do not beneficially own shares of
common stock of Uni-Pixel, Inc.  Mr. Douglas previously reported
beneficial ownership of 750,000 common shares or 7.7 percent
equity stake as of Dec. 31, 2012.  A copy of the regulatory filing
is available for free at http://is.gd/p89IAw

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $63.28 million in total
assets, $6.56 million in total liabilities and $56.71 million in
total shareholders' equity.


UNIVERSAL COMPUTER: S&P Raises CCR to 'B+'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Houston, Tex.-based Universal Computer Systems
Holding Inc. (d/b/a Reynolds) to 'B+' from 'B'.  The outlook is
stable.

At the same time, S&P lowered its ratings on the company's
existing first-lien term loans from to 'BB' from 'BBB-'.  S&P
previously anticipated that the facilities would be repaid at the
closing of the recap financing, but instead, they will remain
outstanding.  The recovery rating remains '1', indicating S&P's
expectation for a very high (90%-100%) recovery of principal in
the event of payment default.

S&P is withdrawing ratings on the previously proposed $25 million
senior secured revolving credit facility, $550 million first-lien
term loan A, and $1.75 billion first-lien term loan B.  S&P is
also withdrawing the ratings on the previously proposed
$1.1 billion second-lien term loan.

The company cancelled its planned recapitalization transaction
that would have resulted in an increase in adjusted leverage to
about 8.3x from about 1.9x as of June 30, 2013.

"The ratings reflect the company's improved near-term financial
profile following the recap withdrawal," said Standard & Poor's
credit analyst Katarzyna Nolan.

S&P has revised its financial risk profile to "aggressive" from
highly leveraged".  However, S&P expects that the company will not
sustain its currently very strong credit metrics for its
"aggressive" financial risk profile over the longer term.  S&P now
views UCS as having an aggressive financial policy and expects the
company to use additional debt to finance its strategic
initiatives over the longer term.

The ratings on Reynolds also reflect its "fair" business risk
profile incorporating a relatively narrow and cyclical end market,
offset by consistent profitability and a solid market position in
the North American automobile dealer management solutions market.

The stable outlook reflects Reynolds' highly recurring revenue
base, consistent profitability, and ability to generate FOCF.  S&P
expects the company to continue generating FOCF, despite the
cyclical nature of the auto industry.

An upgrade is unlikely in the near-to-intermediate term given
S&P's expectation of future debt-financed strategic initiatives,
including shareholder returns, that are likely to preclude
sustained leverage near current levels.  S&P believes that the
company needs to demonstrate and articulate a more moderate
financial policy in order to achieve a higher rating.

S&P could consider a downgrade if Reynolds experiences higher-
than-expected customer losses, leading to a profitability decline,
or pursues more aggressive financial policies than currently
anticipated that lead to debt to EBITDA in the high-5x area.


VERMILLION INC: Appoints Dr. Eric Varma to Board of Directors
-------------------------------------------------------------
Vermillion, Inc., has appointed Eric Varma, M.D., to its board of
directors.

"As a partner at Oracle Investment Management, Vermillion's
largest shareholder, and a physician, Eric brings significant
financial and commercial experience in the life sciences to our
board of directors," said Thomas McLain, Vermillion's president
and CEO.  "His expertise will help guide the company as it
continues to focus on its novel, high-value diagnostic test,
OVA1(R) and improving the care for women with gynecological
cancers."

Dr. Varma is currently a partner at Oracle Investment Management,
which is a fundamental research driven investment management
company that is exclusively focused on the global health care and
bioscience industries.  Prior to joining Oracle Investment
Management, he worked at Leerink Swann, the Boston Consulting
Group, and the Food and Drug Administration.  Dr. Varma received
his B.A. from the University of California Berkeley, M.D., from
the Albert Einstein College of Medicine, and M.B.A. from the MIT
Sloan School of Management.

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $16.89 million in total
assets, $4.39 million in total liabilities and $12.49 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VIGGLE INC: R. Sillerman Held 74.6% Equity Stake at Sept. 6
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Robert F.X. Sillerman disclosed that as of Sept. 6,
2013, he beneficially owned 109,518,087 shares of common stock of
Viggle Inc. representing 74.6 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/yrLDla

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VORNADO REALTY: Fitch Views Resignations as Credit Positive
-----------------------------------------------------------
On Sept. 13, 2013, Vornado Realty Trust (NYSE: VNO, IDR 'BBB',
Outlook Stable) announced that Steven Roth and Clifford Broser had
resigned from the boards of J.C. Penney Company, Inc. (NYSE: JCP,
IDR 'B-', Outlook Negative) and Lexington Realty Trust (NYSE: LXP,
not rated), respectively. The directorships did not preclude VNO
from selling its interests in either company (as demonstrated by
the March 2013 sale of JCP shares). However, when combined with
the company's recent public comments regarding anticipated holding
periods for both companies, the resignations foretell that
dispositions may occur sooner rather than later, which Fitch
Ratings views as a credit positive.

As Fitch has previously stated, Vornado's efforts to simplify its
holdings are a credit positive despite the limited effect on the
metrics (VNO's holdings in JCP and LXP totaled less than $400
million and provided only $11 million in annualized cash
contributions to EBITDA at Sept. 13, 2013). The non-core portfolio
has been a source of consternation for both shareholders and
management and a factor driving share price performance (i.e. VNO
underperforming the REIT index on trailing three- and five-year
bases and outperforming over the past 12 months and year-to-date
as the company communicated and effectuated its simplification).
Future sales of JCP and LXP, combined with the completed sales of
VNO's interests in LNR Property LLC and non-core retail and
Merchandise Mart properties, would leave interests in Toys 'R' Us,
Inc. (IDR 'B-', Outlook Stable) and Alexander's (not rated) as the
remaining noteworthy investments. Fitch does not project that
Vornado will exit either in the short-to-medium term due to Toys'
illiquidity and the stature of Alexander's real estate in
Vornado's portfolio.

A simplified Vornado has four positive effects on unsecured
creditors. First, to the extent it drives additional
outperformance for shareholders, the value of VNO's equity should
improve and potentially become a renewed currency for investments.
Second, assuming VNO reinvests the capital into properties, the
quality of the cash flow supporting the ratings would improve.
Third, depending on whether VNO procures secured debt on
investments, redeployed capital may improve unencumbered asset
coverage. And lastly, management would be able to reallocate the
resources spent on simplification back towards the basic blocking
and tackling of acquisitions, redevelopment and portfolio
management.

Fitch currently rates VNO and Vornado Realty, L.P. (collectively,
Vornado) as follows:

Vornado Realty Trust:

-- Issuer Default Rating (IDR) 'BBB';
-- Preferred stock 'BB+';

Vornado Realty, L.P.:

-- IDR 'BBB';
-- Unsecured revolving credit facility 'BBB';
-- Senior unsecured notes 'BBB'.

The Rating Outlook is Stable.


VPR CORP: U.S. Trustee Seeks More Information on Asset Sales
------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that the
federal government's bankruptcy watchdog wants more details on the
assets oil and gas driller VPR Corp. is auctioning off this week.

                        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.


WCP WIRELESS: Fitch Affirms 'BB-' Rating on $50MM Class C Notes
---------------------------------------------------------------
Fitch Ratings affirms WCP Wireless Site Funding LLC, WCP Wireless
Site RE Funding LLC, and WCP Wireless Site Non-RE Funding LLC's
secured wireless site contract revenue notes, series 2010-1 as
follows:

-- $179.3 million class A at 'Asf'; Outlook Stable;
-- $55 million class B at 'BBB-sf'; Outlook Stable;
-- $50 million class C at 'BB-sf'; Outlook Stable.

Key Rating Drivers

The affirmations are due to the stable performance of the
collateral since issuance. In addition, the transaction has paid
down 13.1% (as of August 2013) since issuance. The Stable Outlooks
reflect the limited prospect for upgrades given the allowance to
issue additional notes following the site acquisition period.

Rating Sensitivities

The classes are expected to remain stable based on continued cash
flow growth due to annual rent escalations and automatic renewal
clauses resulting in higher pool net cash flow and debt service
coverage ratios. The ratings have been capped at 'Asf' in light of
the specialized nature of the collateral and the potential for
changes in technology to affect long-term demand for wireless
tower space.

As part of its review, Fitch analyzed the financial information
provided by the master servicer, Midland Loan Services. As of
August 2013, the reported aggregate scheduled revenue net cash
flow increased to $42.5 million (including AT&T Receivables and
tenant contracts acquired via the site acquisition account) from
$36.9 million at issuance. The Fitch stressed debt service
coverage ratio (DSCR) increased from 2.03x at issuance to 2.26x as
a result of the increase in net cash flow. Tenant concentrations
have remained stable, and the majority of revenue is from
telephony tenants, which have more stable income characteristics
than other tenant types due to the strong end-use customer demand
for wireless services.

The notes are secured primarily by mortgages on the interests of
the asset entities in wireless sites from purchased leasehold
interests and a perfected security interest in loan assets. A
declining percentage of the notes are secured by payment
obligations guaranteed by AT&T Inc. (AT&T Receivables; rated 'A'
with a Negative Outlook by Fitch). The transaction is structured
with scheduled monthly principal payments that will amortize the
principal balance 34% by the rapid amortization date (RAD) in
2017, reducing the refinance risk.

Crown Castle, rated 'BB' as of December 2012, replaced Wireless
Capital (WCP) as manager after purchasing and assuming the debt on
the ground lease related assets of WCP in 2012.


WORLD IMPORTS: Can Access Banks' Cash Collateral Until Oct. 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved on Sept. 12, 2013, the Second Final Stipulation entered
into by and among World Imports, LTD., et al., and PNC Bank,
National Association, and PNC Equipment Finance, LLC, authorizing
the Debtor to use cash collateral of the Banks until 5:00 p.m. on
Oct. 11, 2013, unless earlier terminated due to the occurrence of
an Event of Default.

The Debtors will be permitted to exceed Approved Expenses in the
Budget by an amount not to exceed, on a weekly basis, either (a)
five percent (5%) of the aggregate amount of Approved Expenses for
such week or (b) as otherwise agreed to among the Debtors and
Banks.

A further hearing to consider whether the Debtors' use of cash
collateral can be extended beyond Oct. 11, 2013, will be held on
Oct. 9, 2013, at 10:00 a.m.

                        About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WPCS INTERNATIONAL: Incurs $5.9 Million Net Loss in Fiscal Q1
-------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $5.89 million on $9.71
million of revenue for the three months ended July 31, 2013, as
compared with net income attributable to the Company of $993,701
on $13.44 million of revenue for the same period last year.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.

Sebastian Giordano, Interim CEO of WPCS, commented, "The
management team is pleased to report positive EBITDA performance,
and since taking over the interim CEO role, the company is
evaluating a number of opportunities for improvement, including
seeking a shareholder value proposition in the near future."

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

                        http://is.gd/Y6HKln

On Sept. 16, 2013, the Company held an earnings conference call to
discuss its unaudited financial results for the first fiscal
quarter ended July 31, 2013.  The script of the earnings
conference call is available for free at http://is.gd/jpzBLE

                      About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.


* 3rd Circ. Nixes Atty Sanctions In Bankrupt Client Fee Row
-----------------------------------------------------------
Law360 reported that the Third Circuit on Sept. 16 nixed a $20,000
sanction on an attorney who had objected to the discharge of legal
fees owed by a bankrupt couple his firm had represented, finding
the Pennsylvania bankruptcy court that imposed the sanctions had
violated a procedural "safe harbor" provision.

According to the report, in a precedential decision, a three-judge
panel of the Third Circuit composed of Chief Judge Theodore A.
Mackee, Judge Thomas L. Ambro, and Judge Richard L. Nygaard
affirmed a Pennsylvania district court's decision vacating the
bankruptcy court's sanctions order against Neil Ettinger and his
attorney Demetrios H. Tsarouhis.

In the bankruptcy action, Neil Ettinger and Ettinger and
Associates, LLC, filed an adversary complaint objecting to the
discharge of legal fees owed by Tammy and Gregory Miller,
Ettinger's former clients and the debtors in bankruptcy.  The
Bankruptcy Court threw out the complaint, which asserted that the
Millers' outstanding debt was nondischargeable because it was
obtained via fraud, and imposed a $20,000 sanction against
Ettinger jointly with his bankruptcy counsel, Demetrios Tsarouhis.
The District Court vacated the ruling on the ground that the
sanctions order violated the procedural "safe harbor" requirements
of Rule 9011 of the Federal Rules of Bankruptcy Procedure, but it
refused to remand the case for further consideration under Rule
9011 "[b]ecause it is too late to cure the safe harbor violation."
Moreover, because "the Bankruptcy Court based its decision to
sanction on Rule 9011," the District Court would "not opine in the
first instance on whether sanctions grounded in some other
authority would have been appropriate."  Yet it also refused to
remand to the Bankruptcy Court for that consideration.

The Third Circuit agreed with the District Court's legal
conclusion on Rule 9011, but remanded the case with instruction to
permit the Bankruptcy Court to consider alternative avenues to
impose sanctions.

The case is ETTINGER AND ASSOCIATES, LLC v. GREGORY JOSEPH MILLER;
TAMMY LYNN MILLER, Appellants, No. 12-3152 (3d Cir.).  A full-text
copy of the Decision penned by Judge Ambro is available for free
at http://bankrupt.com/misc/Miller0916.pdf

Susan J. Deely, Esq., and Thomas L. Lightner, Esq., at Lightner
Law Offices, in Allentown, Pennsylvania, argued for Appellants.
Demetrios H. Tsarouhis, Esq., in Allentown, Pennsylvania, argued
for Appellees.


* Falcone's SEC Securities Ban Settlement Gets Approval
-------------------------------------------------------
Joel Rosenblatt, writing for Bloomberg News, reported that
billionaire hedge-fund manager Philip Falcone's $18 million
settlement with U.S. regulators that includes a five-year ban from
the securities industry and an admission of wrongdoing was
accepted by a federal judge.

According to the report, U.S. District Judge Paul A. Crotty in
Manhattan on Sept. 17 said in a written order that the agreement
reached last month with Falcone and Harbinger Capital Partners LLC
is "appropriate and proportionate to the defendants' admitted
wrongful conduct."

The SEC accused Falcone, who became a billionaire by betting
against the U.S. housing market in 2006, of improperly borrowing
money from his fund to pay his personal taxes and said he gave
preferential treatment to some of his investors in returning their
money, the report related.  The regulator also accused Falcone of
engaging in a short squeeze of bonds held by a Canadian
manufacturer.

The bar from the securities industry will allow Falcone to
liquidate his hedge funds under the supervision of an independent
monitor, the SEC said last month, the report further related.  He
and his firm will pay an $18 million fine.

Eric Goldstein, a lawyer representing Harbinger Capital, didn't
return a phone call or e-mail after regular business hours seeking
comment, the report said.

The case is SEC v. Philip A. Falcone, 12-cv-05027, U.S. District
Court, Southern District of New York (Manhattan).


* Law Firm Should Pay $36M For Malpractice, Jury Told
-----------------------------------------------------
Law360 reported that Silicon Valley Law Group should pay $36
million for failing to warn a real estate investment firm it
represented that buyer Ed Okun engaged in fishy borrowing habits
that bankrupted the firm and landed Okun in jail, a California
federal jury heard on Sept. 16 during closing arguments in SVLG's
legal malpractice trial.

According to the report, Janet Dashiell and Steven Allred had
never sold a business before when they hired SVLG to help them
negotiate with potential buyers to sell 1031 Advance, Jacqueline
Veit of Golenbock Eiseman Assor Bell and Peskoe said.

The case is McHale v. Silicon Valley Law Group, Case No. 3:10-cv-
04864 (N.D. Calif.) before Judge Joseph C. Spero.


* National Credit Default Rates Down in August 2013
---------------------------------------------------
Data through August 2013, released on Sept. 17 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed decrease in national default rates during the
month.  The national composite was 1.34% in August, marginally
down from 1.35% in July.  The first mortgage default rate was
1.23% this month, down from 1.25% posted last month.  The second
mortgage posted 0.57% in August, up from 0.54% July rate.  The
auto loan default rate reported 1.11% in August, up from a 1.03%
previous month's level.  The bank card rate hit a new low of 3.12%
in August; it was 3.22% in July.

"Consumer credit quality continues to look healthy," says David M.
Blitzer, Managing Director and Chairman of the Index Committee for
S&P Dow Jones Indices.  "The indices are back to pre-financial
crisis levels and are stable.  The national composite and the
first mortgage posted recent lows in August; they were 1.34% and
1.23%, marginally down from the last month's rates.  The second
mortgage posted 0.57%, three basis points up from July low.  Auto
loan default rate was 1.11%, eight basis points up from the last
month.  Bank card default rate hit a new low of 3.12%, ten basis
points down from July level and 65 basis points down from the
level posted in August 2012.  All loan types remain below their
respective levels a year ago.

"Two cities, New York and Los Angeles, saw their default rates
drop in August while three cities -- Chicago, Dallas and Miami --
saw increases. All moves were small.  All five cities remain below
default rates they posted a year ago, in August 2012."

The table below summarizes the August 2013 results for the
S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.

        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           August 2013   July 2013     August 2012
                        Index Level   Index Level   Index Level
        Composite       1.34          1.35          1.50
        First Mortgage  1.23          1.25          1.40
        Second Mortgage 0.57          0.54          0.72
        Bank Card       3.12          3.22          3.77
        Auto Loans      1.11          1.03          1.09
        Source: S&P/Experian Consumer Credit Default Indices
        Data through August 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

        Metropolitan     August 2013   July 2013     August 2012
        Statistical Area Index Level   Index Level   Index Level
        New York         1.21          1.52          1.49
        Chicago          1.83          1.75          1.92
        Dallas           1.13          0.97          1.07
        Los Angeles      1.44          1.56          1.60
        Miami            2.19          2.06          2.62
        Source: S&P/Experian Consumer Credit Default Indices
        Data through August 2013

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a part of
McGraw Hill Financial.  It is the world's largest, global resource
for index-based concepts, data and research.  Home to iconic
financial market indicators, such as the S&P 500(R) and the Dow
Jones Industrial Average(TM), S&P Dow Jones Indices LLC has over
115 years of experience constructing innovative and transparent
solutions that fulfill the needs of investors.  More assets are
invested in products based upon our indices than any other
provider in the world.  With over 830,000 indices covering a wide
range of asset classes across the globe, S&P Dow Jones Indices LLC
defines the way investors measure and trade the markets.

                          About Experian

Experian -- http://www.experianplc.com-- is a global information
services company, providing data and analytical tools to clients
around the world.  The Group helps businesses to manage credit
risk, prevent fraud, target marketing offers and automate decision
making. Experian also helps individuals to check their credit
report and credit score, and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended 31 March 2013 was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and Sao Paulo, Brazil.


* Shifting Grocery Business to Benefit Secured Lenders, PE Firms
----------------------------------------------------------------
Dramatic shifts in the retail grocery business continue to create
opportunities for asset-based lenders and private-equity investors
alike.  But as a Tiger Group expert noted in a Sept. 12 panel
discussion with colleagues from Nixon Peabody LLP and Deloitte,
these deals tend to hinge on a host of practical and legal
challenges that are unique to the fast-changing retail grocery
sector.

"Traditional grocers are under the gun amid the economic downturn
and the fierce competition posed by the likes of Walmart, Target,
Amazon, Trader Joe's and Whole Foods," said Jason Rae, Director of
Business Development for Tiger Group, which provides asset-
valuation, advisory and disposition services to a broad range of
retail, wholesale and industrial clients.  "That makes this sector
top-of-mind in the ABL and private-equity communities.  It is
important to carefully consider the potential impact of union-
dominated workforces, perishable inventories, regulations, real
estate values, the competitive landscape and many other factors.
Maximizing returns in this space takes some finesse."

Conducted at Nixon-Peabody's New York City office, the panel
discussion--"Cleanup on Aisle 9: Distressed M&A and Reorganization
Opportunities and Challenges in the Retail Grocery Sector"--sought
to help clarify the aforementioned dynamics.  Joining Mr. Rae were
Craig Boucher, Director of Deloitte's Corporate Restructuring
Group, and Nixon Peabody partners Richard C. Pedone and Lee
Harrington.

The panelists began with a discussion of the current state of the
retail grocery landscape and an overview of recent reorganization
and M&A activity.  "Traditional groceries tend to be low-margin,
high-volume businesses, and so even a small drop in revenue can
push a company or store into the red," said Mr. Rae.  "And today,
trends such as unemployment and rising gas prices are driving
cash-strapped shoppers away from traditional grocers and into the
arms of mass-market discounters who are able to leverage their
economies of scale to offer lower prices."

This is all-important, Mr. Rae added, because market surveys
consistently show that price is the top priority of today's more
value-conscious consumer.  With their deeper pockets, meanwhile,
giants like Walmart and Costco are better able to woo shoppers in
other ways as well.  "They can afford to adopt innovative private-
label branding and technology strategies, for example, that
struggling chains lack the capital to emulate," Mr. Rae said.
"When you look back at the growth in this segment since 2008, it
has mostly been driven by the mass merchants.  Traditional
grocers' revenues have stayed flat or contracted."

Meanwhile, M&A activity is running high.  "According to one
analysis by Bloomberg," Rae noted, "M&A activity in 2013 has
already reached the highest level since 1999." So far this year,
notable M&As include Bi-Lo's acquisition of three Delhaize Group
nameplates; Spartan Stores, Inc.'s acquisition of Nash Finch Co.;
and Kroger's acquisition of Harris Teeter Supermarkets, Inc.
"Growth has been occurring primarily through acquisitions for some
time," Mr. Rae said.  "Over the past six years, for example, Tiger
Group has been involved in the liquidation of more than 250
underperforming Albertson's stores."  Tiger is a participant in
the Cerberus Capital Mgt. LP-led group that invested in Supervalu,
Inc. and acquired certain Supervalu brands for about $3.3 billion
earlier this year.

During the discussion, Mr. Rae's fellow panelists described
multiple legal considerations that tend to affect restructuring,
including specialized regulations and issues related to mechanics
liens on store properties, reclamation and critical-vendor claims,
and lease assumption/rejection decisions.

Mr. Rae rounded out the discussion by exploring some of the
variables than can affect efforts to bolster returns on the
closure of grocery chains and stores.  In the course of a sale,
for example, liquidators typically continue to replenish fresh
milk, bread, eggs and other products in order to improve the
return on slower moving general merchandise.  "These continuity
products are an important driver of traffic throughout the sale,"
Mr. Rae explained.  "They help keep your loyal customers coming in
the door."

In some cases, though, vendor relationships can complicate this
process.  "What happens when the store in question does 50 percent
or more of its business with a single vendor and that relationship
is fractured?" Mr. Rae said.  "This presents a significant risk to
the supply chain.  In a downside scenario, it can lead to the
degradation of your existing inventory mix and can dramatically
hinder your ability to augment the existing inventory."  When the
liquidator is involved early in the process, the firm can explore
alternative payment terms and vendor relationships with a view
toward keeping the supply chain intact, he advised.

Payroll considerations also tend to be more complex, he noted.
"Oftentimes, you've got a highly unionized workforce, possibly
with multiple unions," he said.  "Obviously, a work stoppage would
be disastrous to the return on the assets because you've got a
very short sale, typically about four weeks."  But with union
rules, workforce decisions must be made carefully.  "The lowest-
tenured worker in a given store may not be the lowest tenured
worker chainwide.  Union rules may dictate that you cannot cut
personnel store by store.  This is a process that takes time to
sort through."

The same is true of the myriad state regulations that can apply
regarding the discounting and sale of tobacco, beer and wine,
lottery inventory and the like.  Pharmacies, too, involve a subset
of specific considerations.  The pharmacy's list of prescription
customers is a potentially valuable asset, but its value can
degrade with time, Mr. Rae noted.  "The timely auction and
migration of customer information is key to ensure that the
integrity and value of the pharmacy script list is upheld,"
Mr. Rae said.  "If the neighborhood customers learn their
grocery's pharmacy is going out of business, they might just
preemptively go down the street to the CVS or Walgreens.  This is
going to quickly impact the value of that list."

                        About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  Tiger operates main
offices in Boston, Los Angeles and New York.


* Eight Lawyers Join Sidley Austin's Litigation Team as Partners
----------------------------------------------------------------
Sidley Austin LLP on Sept. 17 disclosed that eight lawyers will be
joining the firm as partners in the Dallas office later this
month.  Six will be joining the firm's Complex Commercial
Litigation practice, and two will become members of Sidley's
Private Equity practice.  The practices of the lawyers in this
group are national in scope and focus on providing sophisticated
services for leading corporations and private equity sponsors.
The group is moving to Sidley from Weil, Gotshal & Manges and
includes Yvette Ostolaza and Angela Fontana, both of whom
co-chaired national practice groups at their prior firm.  The
additional new partners are Penny Reid, Vance Beagles, Angela
Zambrano, Kelly Dybala, Yolanda Cornejo Garcia and Michelle
Hartmann.

Ms. Ostolaza served as co-head of Weil's Complex Commercial
Litigation practice and was a member of the firm's Management
Committee.  In her 21 years of practice, she has been the lead
litigation partner on numerous cases in both federal and state
courts throughout the country, has led significant investigations
and has represented both national and Texas-based clients in
domestic and international arbitrations.  She has been selected as
one of Diversity & The Bar's 2013 "Rainmakers," and is recognized
in Chambers USA - America's Leading Lawyers for Business in the
field of Commercial Litigation in Texas.  She also has been
recognized as one of the "20 Most Powerful and Influential Women
in Texas" by the Texas Diversity Counsel.  Ms. Ostolaza will serve
as a global coordinator of Sidley's Complex Commercial Litigation
practice and also will assume the role of Dallas Office Managing
Partner effective January 2014.  She will succeed Sidley partner
James Bradley, who is transitioning to Senior Counsel in January
2014.

Ms. Fontana served as co-head of Weil's U.S. Banking and Finance
practice.  Her practice consists primarily of financing
transactions and debt restructurings.  She regularly represents
private equity sponsors, borrowers and financial institutions, and
her experience includes investment grade lending, commercial paper
facilities, letter of credit facilities, cash flow-based lending,
asset-based lending, mezzanine financing and workouts and
restructurings.  She is recognized in Chambers USA - America's
Leading Lawyers for Business in the field of Banking and Finance,
and was selected as a finalist for Chambers USA "Women in Law"
Awards for 2013 and 2012.  She also was named a Texas Super Lawyer
in 2003 - 2012 and a "Best Lawyer" in Dallas for bank lending by D
Magazine.  Additionally, she has been recognized as one of the "20
Most Powerful and Influential Women in Texas" by the Texas
Diversity Counsel.  Ms. Fontana will serve as a global coordinator
of Sidley's Private Equity practice and become a member of the
firm's Global Finance practice.

"This highly talented group provides an exciting opportunity to
expand our litigation, finance and private equity capabilities
nationally," said Larry Barden, vice-chair of Sidley's Management
Committee.  "This group has a long track record of achieving
outstanding results on behalf of their clients and we look forward
to having them as part of the Sidley team.  Given that Yvette held
a senior leadership role at her prior firm, she is a natural fit
to succeed Jim in leading the Dallas office and to assume a
leadership role in our national complex commercial litigation
practice.  We thank Jim for his service and welcome this top-notch
group of lawyers to Sidley."

"I am delighted to be joining Sidley, and to take on leadership
roles within the litigation practice and the Dallas office," said
Ms. Ostolaza.  "The move to Sidley presents an excellent
opportunity to expand my practice, and I am excited to collaborate
with my new colleagues to provide the best possible service to our
clients.  In the role of office managing partner, I look forward
to building on the solid foundation that Jim and the team of
Sidley lawyers in Dallas have established."

In addition to Ms. Ostolaza and Ms. Fontana, the following lawyers
will join Sidley as partners:

Penny P. Reid - Complex Commercial Litigation. Ms. Reid has more
than 20 years of experience trying cases and coordinating complex
civil litigation in federal and state courts throughout the
country, including securities class actions, multi-jurisdictional
disputes and bankruptcy litigation.  She has an accounting
background and has handled numerous accounting malpractice
actions, internal investigations for boards of directors and
purchase-price arbitrations.  Ms. Reid has been involved in many
high profile cases, including serving as trial counsel in a large
securities class action trial and related individual securities
actions.  She has been recognized annually by Texas Super Lawyers
since 1996 and by New York Super Lawyers since 2004 as a leading
lawyer in business litigation.  Recently, Ms. Reid was recognized
by the Dallas Business Journal as one of the top trial lawyers.

Vance L. Beagles - Complex Commercial Litigation. Mr. Beagles
litigates matters for a wide range of public and private clients,
with a focus on class actions, business torts, energy litigation,
landlord/tenant disputes, post-closing private equity purchase
price adjustments, state and federal securities litigation, and
bankruptcy litigation.  He has been involved in litigating
commercial disputes on behalf of many Dallas-based clients, and
has litigated in state and federal courts in California, Delaware,
Hawaii, New York, Oklahoma, Texas and Wisconsin.  In 2012, the
Dallas Business Journal and the Association of Corporate Counsel
named him one of the "Defenders - the top 15 business defense
lawyers in the Dallas-Fort Worth metroplex."  Additionally, he has
been recognized in the Benchmark Litigation Guide as a "Texas
Local Star" for the last four consecutive years.  Mr. Beagles is
recognized as a Texas "Super Lawyer" in business litigation by
Texas Super Lawyers.

Angela C. Zambrano - Complex Commercial Litigation. She has more
than 15 years of experience representing companies and boards of
directors in a variety of business litigation and internal
investigations, including class actions and multi-jurisdictional
disputes.  Ms. Zambrano regularly litigates cases involving
allegations of fraud and tortious conduct for companies in a wide
variety of industries.  She has earned a reputation for providing
litigation advice that clients can use to make critical business
decisions.  In 2006, she was named among D Magazine's "Top Lawyers
under 40" and has been recognized annually by Texas Super Lawyers
as a leading lawyer in the area of business litigation.

Kelly M. Dybala - Private Equity, Global Finance. Ms. Dybala
regularly represents borrowers and financial institutions,
concentrating her practice on acquisition financing, asset-based
lending, mezzanine financing and subordinated debt financing. She
also has experience in workouts and debtor-in-possession financing
on behalf of both borrowers and financial institutions.  Ms.
Dybala was selected as one of M&A Advisor's "40 under 40" and one
of the 45 best women lawyers under the age of 45 by The American
Lawyer.  She also was named a leading lawyer in Banking and
Finance in Chambers USA 2012-2013.  In addition, she was named a
"Texas Rising Star" by Texas Super Lawyers consecutively since
2008, a "Best Lawyer" in Dallas by D Magazine and named a
"Recommended" lawyer for Private Equity Buyouts by The Legal 500
USA.

Yolanda Cornejo Garcia - Complex Commercial Litigation. Her
practice includes representing companies, boards of directors and
special committees in business litigation, including class
actions, multi-jurisdictional disputes and internal
investigations.  She also has experience in securities litigation,
including shareholder derivative actions, and frequently advises
clients on matters under the Texas Derivative Statute, including
cash-out mergers.  She has litigated cases in state and federal
courts across the country, including in Texas, Delaware,
California, Oklahoma, Nevada, Minnesota and New York.  Ms. Garcia
has represented clients in cases involving state and federal
antitrust law, fraud, breach of fiduciary duty and breach of
contract; she frequently represents Latin-American clients.  She
was previously named one of the "40 under 40" by the Dallas
Business Journal and has been featured in articles by the Texas
Lawyer and numerous other publications.  Since 2005, Ms. Garcia
has been recognized by Super Lawyers Rising Star edition as a
"Texas Rising Star."  She also has been recognized by Texas Super
Lawyers as a leading lawyer in the area of business litigation and
featured in articles by the Texas Lawyer and Texas Super Lawyers.

Michelle Hartmann - Complex Commercial Litigation. Ms. Hartmann's
practice covers all aspects of complex commercial litigation in
state and federal courts throughout the country, with a particular
emphasis on class actions and multi-district litigation,
restrictive covenant and trade secrets litigation and conducting
internal investigations.  She was named one of the "40 under 40"
by the Dallas Business Journal, and selected by her peers for
membership in both of Dallas' American Inns of Court.  She
currently serves as the president of the oldest women's bar
association in the State of Texas.  Ms. Hartmann has been named a
"Texas Rising Star" for Litigation/Regulatory by Texas Super
Lawyers since 2008.  Additionally, she is recognized as a
"Leading" Lawyer for Litigation: Trade Secrets in the U.S. in The
Legal 500.

"Lawyers in this group have built highly ranked practices in
complex litigation, arbitrations, internal investigations and
private equity finance, and will add considerable strength to our
litigation experience and expertise and to our existing ability to
advise clients on acquisition-related financings and debt
restructurings," said Carter Phillips, chair of Sidley's Executive
Committee.  "This expansion is a continuation of our growth
strategy and follows our recent acquisition of an SEC enforcement
and regulatory group, a team of international arbitration lawyers,
and the addition of several other high-profile partners across our
global platform, particularly in Europe and Asia.  We are
delighted to add these accomplished lawyers to Sidley and look
forward to their many contributions."

Sidley's Dallas office opened in 1996 with a focus on intellectual
property litigation and is now home to more than 30 lawyers.  In
2012, Sidley opened an office in Houston to focus on energy-
related transactions and complex commercial litigation. The
Houston office today has grown to 32 lawyers.

With approximately 1,700 lawyers in 19 offices worldwide, Sidley
has built a reputation as a premier legal adviser for global
businesses and financial institutions.  For the third consecutive
year, Sidley received the most first-tier national rankings of any
U.S. law firm in the 2013 U.S. News - Best Lawyers "Best Law
Firms" survey, including for both International Arbitration -
Commercial and International Arbitration - Governmental.  On
Law360's list of Global 20 Firms, Sidley was ranked among the top
law firms with the greatest global reach and expertise.


* Roe Taroff's Steven Taitz Named to 2013 Super Lawyers List
------------------------------------------------------------
Steven Taitz, a founding partner at the Long Island Law Firm of
Roe Taroff Taitz and Portman, LLP, has been selected to the 2013
New York Metro Super Lawyers List.  Each year, no more than five
percent of the lawyers in the state are selected by the research
team at Super Lawyers to receive this honor.

Mr. Taitz is a founding partner of Roe Taroff Taitz and Portman
where he concentrates his practice in state and federal
litigation, particularly in the areas of business and commercial
litigation, creditors' rights, and bankruptcy matters.  He has
worked extensively with and lectured for the Suffolk County
Academy of Law where he remains active.  He is also a member of
the Suffolk County Bar Association and Commercial Law League of
America.

Mr. Taitz served as an Assistant State Attorney in the Narcotics
Unit and a Felony Division Chief under then State Attorney Janet
Reno in Dade County, Florida.  He is active in the community
serving on the Board of Directors of the Brookhaven Memorial
Hospital Center, the Board of Directors of Land & Sea Sports Club,
Inc., which focuses on physical activity for children with autism,
the Board of Directors of the Student Education Enrichment and
Development Foundation, the advisory board of the Brookhaven Youth
Court, the Rotary Club of Patchogue and as a past trustee of the
Bayport-Blue Point Public Library and the Suffolk County Bar
Association.  Mr. Taitz holds a bachelors degree from John Hopkins
University and a J.D. from the University of Miami, School of Law.

                         About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of
outstanding lawyers from more than 70 practice areas who have
attained a high degree of peer recognition and professional
achievement.  The annual selections are made using a patented
multiphase process that includes a statewide survey of lawyers, an
independent research evaluation of candidates and peer reviews by
practice area. The result is a credible, comprehensive and diverse
listing of exceptional attorneys.

The Super Lawyers -- http://www.SuperLawyers.com-- lists are
published nationwide in Super Lawyers Magazines and in leading
city and regional magazines and newspapers across the country.
Super Lawyers Magazines also feature editorial profiles of
attorneys who embody excellence in the practice of law.

                About Roe Taroff Taitz & Portman

Roe Taroff Taitz & Portman, LLP -- http://www.RTTPLaw.com--
provides a wide variety of legal services to Long Island.  The
firm's attorneys have served the residents of Suffolk County for
more than two decades.  Comprised of attorneys, legal assistants
and administrative staff, the firm provides support at various
levels of legal expertise.  Its resources are available to both
businesses and individuals looking for experienced legal
representation. The firm's primary areas of concentration include
civil litigation, creditor's rights law, trust and estates issues,
estate planning, admiralty claims, business counseling and real
estate matters.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Mark Uhalley
   Bankr. C.D. Calif. Case No. 13-32434
      Chapter 11 Petition filed September 9, 2013

In re Kevin Mullen
   Bankr. C.D. Calif. Case No. 13-32486
      Chapter 11 Petition filed September 9, 2013

In re Keith O'Neill
   Bankr. M.D. Fla. Case No. 13-11965
      Chapter 11 Petition filed September 9, 2013

In re 5980 F LLC
   Bankr. N.D. Ill. Case No. 13-35734
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/ilnb13-35734.pdf
         represented by: Erica Crohn Minchella, Esq.
                         ERICA CROHN MINCHELLA, LTD.
                         E-mail: erica.minchella@gmail.com

In re Wayne Carter
   Bankr. D. Md. Case No. 13-25253
      Chapter 11 Petition filed September 9, 2013

In re Olivaldo Silva
   Bankr. D. Mass. Case No. 13-42283
      Chapter 11 Petition filed September 9, 2013

In re Figz Realty LLC.
   Bankr. S.D.N.Y. Case No. 13-23496
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/nysb13-23496.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA, LLP
                         E-mail: apenachio@pmlawllp.com

In re George Hall
   Bankr. E.D.N.C. Case No. 13-05679
      Chapter 11 Petition filed September 9, 2013

In re KVF Distribution, Inc.
        fka KVF Enterprises, Inc.
   Bankr. E.D.N.C. Case No. 13-05688
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/nceb13-05688.pdf
         represented by: Richard D. Sparkman, Esq.
                         RICHARD D. SPARKMAN & ASSOC., P.A.
                         E-mail: rds@sparkmanlaw.com

In re Design Surfaces, Inc.
        fdba Fiorini Enterprises, Inc.
             Design Surfaces
             Design Surfaces of SC, LLC
             Countertop Solutions, Inc. (SC Corp)
        aka Southern Granite & Marble, Inc.
        fdba Design Surfaces of NC, LLC
   Bankr. E.D.N.C. Case No. 13-05690
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/nceb13-05690.pdf
         represented by: Richard D. Sparkman, Esq.
                         RICHARD D. SPARKMAN & ASSOC., P.A.
                         E-mail: rds@sparkmanlaw.com

In re Rybicki Property Enterprises, LLC
   Bankr. E.D. Pa. Case No. 13-17841
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/paeb13-17841.pdf
         represented by: Gary E. Thompson, Esq.
                         E-mail: get24esq@aol.com

In re F.R.O.G. Enterprises, L.L.P
   Bankr. S.D. Tex. Case No. 13-20435
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/txsb13-20435.pdf
         represented by: William Arthur Whittle, Esq.
                         THE WHITTLE LAW FIRM, PLLC
                         E-mail: ecf@whittlelawfirm.com

In re Christopher R. Howlett
   Bankr. W.D. Wash. Case No. 13-18110
     Chapter 11 Petition filed September 9, 2013
         See http://bankrupt.com/misc/wawb13-18110.pdf
         represented by: Jeffrey L. Smoot, Esq.
                         HIGHPOINT LAW GROUP, PLLC
                         E-mail: highpointlawgroup@gmail.com

In re Gary Powers
   Bankr. C.D. Calif. Case No. 13-25207
      Chapter 11 Petition filed September 10, 2013

In re Claudette Robinson-Thorpe
   Bankr. D. Conn. Case No. 13-31729
      Chapter 11 Petition filed September 10, 2013

In re Carson Roofing, Inc.
   Bankr. D. Md. Case No. 13-25339
     Chapter 11 Petition filed September 10, 2013
         See http://bankrupt.com/misc/mdb13-25339.pdf
         represented by: Edward N. Button, Esq.
                         E-mail: ed.buttonpc@myactv.net

In re J.T. Carson & Associates, Inc.
   Bankr. D. Md. Case No. 13-25343
     Chapter 11 Petition filed September 10, 2013
         See http://bankrupt.com/misc/mdb13-25343p.pdf
         See http://bankrupt.com/misc/mdb13-25343c.pdf
         represented by: Edward N. Button, Esq.
                         E-mail: ed.buttonpc@myactv.net

In re Saul Perlera
   Bankr. D. Mass. Case No. 13-15384
      Chapter 11 Petition filed September 10, 2013

In re Emerald Bay Associates, Inc.
        dba Emerald Bay Denistry
   Bankr. D. Nev. Case No. 13-51790
     Chapter 11 Petition filed September 10, 2013
         See http://bankrupt.com/misc/nvb13-51790.pdf
         represented by: Kevin A. Darby, Esq.
                         Darby Law Practice, Ltd.
                         E-mail: kevin@darbylawpractice.com

In re Patrick George
   Bankr. E.D. N.Y. Case No. 13-45515
      Chapter 11 Petition filed September 10, 2013

In re Nelson Gonzalez
   Bankr. S.D. N.Y. Case No. 13-37023
      Chapter 11 Petition filed September 10, 2013

In re Rafael Reyes Rodriguez
   Bankr. D. P.R. Case No. 13-7467
      Chapter 11 Petition filed September 10, 2013

In re Khawaja Partners, Ltd.
   Bankr. S.D. Tex. Case No. 13-35654
     Chapter 11 Petition filed September 10, 2013
         See http://bankrupt.com/misc/txsb13-35654.pdf
         represented by: Thomas W Graves, Esq.
                         Adair & Myers PLLC
                         E-mail: twg@am-law.com

In re Lance King
   Bankr. D. Utah Case No. 13-30409
      Chapter 11 Petition filed September 10, 2013

In re John Sandlin
   Bankr. E.D. Wash. Case No. 13-3598
      Chapter 11 Petition filed September 10, 2013

In re The Riverview Country Club, Inc.
   Bankr. S.D. W.Va. Case No. 13-20467
     Chapter 11 Petition filed September 10, 2013
         See http://bankrupt.com/misc/wvsb13-20467.pdf
         represented by: Mitchell Lee Klein, Esq.
                         Klein Law Office
                         E-mail:
swhittington@kleinandsheridan.com
In re Adebowale Adeleye
   Bankr. N.D. Ala. Case No. 13-82807
      Chapter 11 Petition filed September 11, 2013

In re The BSm Entertainment B-Corp.
        aka Bernard Mitchell
            The BSM Living Trust
   Bankr. N.D. Calif. Case No. 13-45129
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/canb13-45129.pdf
         represented by: S. R. Mitchell, Esq.
                         LAW OFFICES OF S.R. MITCHELL

In re Del's Lawn Care, Inc.
   Bankr. M.D. Fla. Case No. 13-12072
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/flmb13-12072p.pdf
         See http://bankrupt.com/misc/flmb13-12072c.pdf
         represented by: Christian B. Felden, Esq.
                         FELDEN AND FELDEN, P.A.
                         E-mail: cbfelden@feldenandfelden.com

In re Dell Schneider
   Bankr. N.D. Fla. Case No. 13-40566
      Chapter 11 Petition filed September 11, 2013

In re David Sauls
   Bankr. W.D. La. Case No. 13-51069
      Chapter 11 Petition filed September 11, 2013

In re Ralph Leo
   Bankr. D. Maine Case No. 13-20942
      Chapter 11 Petition filed September 11, 2013

In re Fitzgerald Walton
   Bankr. D. Md. Case No. 13-25464
      Chapter 11 Petition filed September 11, 2013

In re Annie Walton
   Bankr. D. Md. Case No. 13-25464
      Chapter 11 Petition filed September 11, 2013

In re Michael Marcum
   Bankr. E.D. Mich. Case No. 13-57043
      Chapter 11 Petition filed September 11, 2013

In re Quality Housing, LLC
   Bankr. E.D. Mich. Case No. 13-57060
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/mieb13-57060.pdf
         represented by: Kimberly Ross Clayson, Esq.
                         Schneider Miller, P.C.
                         E-mail: kclayson@schneidermiller.com
In re West Windsor Real Estate, LLC
   Bankr. D. N.J. Case No. 13-29937
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/njb13-29937.pdf
         Filed as Pro Se

In re Oliver Enterprise, LLC
        dba Progressive Home Care
   Bankr. E.D.N.C. Case No. 13-05742
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/nceb13-05742.pdf
         represented by: Travis Sasser, Esq.
                         SASSER LAW FIRM
                         E-mail: tsasser@carybankruptcy.com

In re JAPS, LLC
        dba Pheasant Hill
   Bankr. W.D.N.C. Case No. 13-10588
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/ncwb13-10588p.pdf
         See http://bankrupt.com/misc/ncwb13-10588c.pdf
         represented by: Benson T. Pitts, Esq.
                         PITTS, HAY & HUGENSCHMIDT, P.A.
                         E-mail: ben@phhlawfirm.com

In re Dennis Zelazowski
   Bankr. W.D. Pa. Case No. 13-23883
      Chapter 11 Petition filed September 11, 2013

In re Sigfredo Orama Torres
   Bankr. D. P.R. Case No. 13-07474
      Chapter 11 Petition filed September 11, 2013

In re Sigfredo Orama Torres
   Bankr. D. P.R. Case No. 13-07474
      Chapter 11 Petition filed September 11, 2013

In re Delmarie Rivera Fernandez
   Bankr. D. P.R. Case No. 13-07483
      Chapter 11 Petition filed September 11, 2013

In re Charter Transport Corp.
   Bankr. M.D. Tenn. Case No. 13-07970
     Chapter 11 Petition filed September 11, 2013
         See http://bankrupt.com/misc/tnmb13-07970.pdf
         represented by: Ben Hill Thomas, Esq.
                         BHT LAW, PLLC
                         E-mail: ben@benhthomaslaw.com

In re Craig Ivey
   Bankr. N.D. Tex. Case No. 13-34692
      Chapter 11 Petition filed September 11, 2013

In re Dan Smith
   Bankr. C.D. Calif. Case No. 13-12315
      Chapter 11 Petition filed September 12, 2013

In re John Manning
   Bankr. C.D. Calif. Case No. 13-32816
      Chapter 11 Petition filed September 12, 2013

In re Victor Vasquez
   Bankr. C.D. Calif. Case No. 13-32747
      Chapter 11 Petition filed September 12, 2013

In re Fortunato Condori
   Bankr. D. Conn. Case No. 13-51436
      Chapter 11 Petition filed September 12, 2013

In re Sara Condori
   Bankr. D. Conn. Case No. 13-51436
      Chapter 11 Petition filed September 12, 2013

In re Donald Gunn
   Bankr. M.D. Fla. Case No. 13-12125
      Chapter 11 Petition filed September 12, 2013

In re Alda Moniz
   Bankr. D. Mass. Case No. 13-15414
      Chapter 11 Petition filed September 12, 2013

In re Glenn Gamer
   Bankr. D. Nev. Case No. 13-17863
      Chapter 11 Petition filed September 12, 2013

In re Clothing USA Inc.
   Bankr. D. N.J. Case No. 13-30005
     Chapter 11 Petition filed September 12, 2013
         See http://bankrupt.com/misc/njb13-30005.pdf
         represented by: Vera Fedoroff, Esq.
                         Atkinson & DeBartolo
                         E-mail:
vfedoroff@atkinsondebartolo.org

In re Hartford & York LLC
   Bankr. E.D. N.Y. Case No. 13-45563
     Chapter 11 Petition filed September 12, 2013
         See http://bankrupt.com/misc/nyeb13-45563.pdf
         Filed pro se

In re Kathy & Tania Inc.
   Bankr. E.D. N.Y. Case No. 13-45545
     Chapter 11 Petition filed September 12, 2013
         See http://bankrupt.com/misc/nyeb13-45545.pdf
         Filed pro se

In re Roanoke Timberlands, LLC
   Bankr. E.D. N.C. Case No. 13-05774
     Chapter 11 Petition filed September 12, 2013
         See http://bankrupt.com/misc/nceb13-5774.pdf
         represented by: J.M. Cook, Esq.
                         E-mail: J.M.Cook@jmcookesq.com

In re Dawn Shrum
   Bankr. M.D. Tenn. Case No. 13-8000
      Chapter 11 Petition filed September 12, 2013

In re 2811 Bammel LLC
        dba Phil & Derek's Restaurant & Wine Bar
   Bankr. S.D. Tex. Case No. 13-35693
     Chapter 11 Petition filed September 12, 2013
         See http://bankrupt.com/misc/txsb13-35693.pdf
         represented by: Timothy Webb, Esq.
                         Webb Associates
                         E-mail: timwebblaw@aol.com

In re Cherupushpam LLC
   Bankr. W.D. Wash. Case No. 13-18185
     Chapter 11 Petition filed September 12, 2013
         See http://bankrupt.com/misc/wawb13-18185.pdf
         Filed pro se
In re Sarah Spivey
   Bankr. S.D. Ala. Case No. 13-03223
      Chapter 11 Petition filed September 13, 2013

In re Anthony's Excavating, Inc.
   Bankr. D. Ariz. Case No. 13-15955
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/azb13-15955.pdf
         represented by: Eric Ollason, Esq.
                         E-mail: eollason@182court.com

In re Larry Kush
   Bankr. D. Ariz. Case No. 13-15987
      Chapter 11 Petition filed September 13, 2013

In re Thomas Dorn
   Bankr. M.D. Fla. Case No. 13-05555
      Chapter 11 Petition filed September 13, 2013

In re Tapas Fusion, LLC
   Bankr. S.D. Fla. Case No. 13-31914
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/flsb13-31914.pdf
         represented by: Sherri B. Simpson, Esq.
                         LAW OFFICES OF SHERRI B. SIMPSON, P.A.
                         E-mail: sbsecf@gmail.com

In re Mandra Holdings LLC
   Bankr. N.D. Ill. Case No. 13-36297
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/ilnb13-36297.pdf
         represented by: William P. Drew, III, Esq.
                         E-mail: billdrew@sbcglobal.net

In re Albert Nelson
   Bankr. S.D. Ind. Case No. 13-92104
      Chapter 11 Petition filed September 13, 2013

In re Jean Nelson
   Bankr. S.D. Ind. Case No. 13-92105
      Chapter 11 Petition filed September 13, 2013

In re Kerr Forest Timber Products, LLC
   Bankr. W.D. Ky. Case No. 13-11114
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/kywb13-11114.pdf
         represented by: Russ Wilkey, Esq.
                         WILKEY & WILSON, P.S.C.
                         E-mail: dcwilkey@wilkeylaw.com

In re A Richards Built Home, Inc.
   Bankr. D. Nev. Case No. 13-51812
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/nvb13-51812.pdf
         represented by: Kevin A. Darby, Esq.
                         DARBY LAW PRACTICE, LTD.
                         E-mail: kevin@darbylawpractice.com

In re Venture II Invest, Inc.
   Bankr. W.D.N.C. Case No. 13-40493
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/ncwb13-40493.pdf
         represented by: William S. Gardner, Esq.
                         GARDNER LAW OFFICES, PLLC
                         E-mail: Billgardner@gardnerlawoffices.com

In re LLLJ LTD
   Bankr. N.D. Ohio Case No. 13-16487
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/ohnb13-16487.pdf
         represented by: Robert J. Fedor, Jr., Esq.
                         ROBERT J. FEDOR, ESQ., LLC
                         E-mail: rjfedor@fedortax.com

In re Chapple Companies, Inc.
        dba Blooming Scholars
   Bankr. W.D. Tenn. Case No. 13-29815
     Chapter 11 Petition filed September 13, 2013
         See http://bankrupt.com/misc/tnwb13-29815.pdf
         represented by: Carlee Marie McCullough, Esq.
                         MCCULLOUGH LAW, PLLC
                         E-mail: jstce4all@aol.com

In re Mervin Waage
   Bankr. E.D. Tex. Case No. 13-42246
      Chapter 11 Petition filed September 13, 2013

In re Mark Rindlesbach
   Bankr. D. Utah Case No. 13-30552
      Chapter 11 Petition filed September 13, 2013

In re Ernest L. Knight DDS and Brenda C. Knight
   Bankr. E.D. Va. Case No. 13-73417
      Chapter 11 Petition filed September 13, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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