TCR_Public/130924.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 24, 2013, Vol. 17, No. 265


                            Headlines


ADAMIS PHARMACEUTICALS: Amends 26.5MM Shares Resale Prospectus
ADEPT TECHNOLOGIES: Cash Collateral Hearing on Sept. 30
ADEPT TECHNOLOGIES: Hearing on Plan Objections Continued to Oct 21
ADVANCED COMPUTER: Court Dismisses Chapter 11 Case
AGFEED INDUSTRIES: To Auction Affiliate That Holds Chinese Assets

AMERICAN AIRLINES: Merger Risk Seen Ebbing as US Airways Rallies
AMERICAN AIRLINES: Demands DOJ Docs on Airline Mergers
AMERICAN AXLE: S. Dauch Held 9.9% Equity Stake at Aug. 29
AMERICAN LOCKER: Has Forbearance with BofA Until Nov. 30
AMERICAN STANDARD: Inks Forbearance Agreement With Pentwater

ANACOR PHARMACEUTICALS: Awaits Ruling on Valeant Arbitration
ANGLO IRISH: Gets Short-Term Protection From US Suits
ARMORWORKS ENTERPRISES: Blasts Request for Ch. 11 Case Trustee
ATARI INC: Files Plan; French Parent to Keep Brand, Other Assets
ATLANTIC COAST: Thomas Wagers Resigns From All Positions

AVSTAR FUEL: IP Claims Headed to Bankruptcy Court
BENTLEY PREMIER: Can Use Cash Collateral Thru October 1
BENTLEY PREMIER: Lenders Seek Trustee Appointment
BENTLEY PREMIER: UST Seeks Ch. 11 Trustee Appt. or Case Conversion
BENTLEY PREMIER: Files Schedules of Assets & Liabilities

BION ENVIRONMENTAL: Incurs $8.2 Million Net Loss in Fiscal 2013
BOART LONGYEAR: S&P Raises Rating on New $300MM Notes to 'BB-'
BON-TON STORES: Appoints a New Member to Its Board of Directors
BORGER HOSPITALITY: Fredericksburg Claim Gets "Unsecured" Status
BRADFORD ACADEMY: S&P Lowers Rating on 2007 & 2009 Bonds to 'D'

BRAND ENERGY: S&P Puts 'B' CCR on CreditWatch Negative
BROWNSVILLE MD: Taps Hire Husch Blackwell as Bankruptcy Counsel
CAESARS ENTERTAINMENT: Discloses Information to Potential Lenders
CANCER GENETICS: Files Copy of Investor Presentation
CASH STORE: Faces $110-Mil. Lawsuit Over Alleged Loan Default

CENGAGE LEARNING: Apax to Provide LBO Documents to Creditors
CENTENNIAL BEVERAGE: Can Hire Montgomery Coscia as Tax Advisor
CHINA CEETOP.COM: Guizhou Buys 42.5% of Equity in Hangzhou
CHRYSLER GROUP: Fiat's Marchionne Turns to Union Ally Bloom
CHRYSLER LLC: Files for IPO to Break Fiat-UAW Impasse on Value

CNO FINANCIAL: Fitch Affirms B+ Unsecured Convertible Notes Rating
CODA HOLDINGS: Disclosure Statement Hearing Resumes Tuesday
COMMERCIAL MORTGAGE: Trial Against Former CEO Began Monday
CONSOLIDATED CAPITAL: To Sell Highcrest for $20.2 Million
COPYTELE INC: Amends July 31 Quarter Form 10-Q

DAMES POINT: Parties Dispute "Bad Faith" Plan Filing
DEL MONTE: Fitch Affirms 'B' Issuer Default Rating
DETROIT, MI: Sewer Funds Possibly at Risk
DETROIT, MI: Pension Fund Loses $40MM Claim Over CDOs
DETROIT, MI: Former U.S. Auto Czar Ron Bloom to Advise Retirees

DEWEY & LEBOEUF: Judge Keeps Suit Against Former Managers in Iowa
DIONNE WARWICK: Seeks to Wipe Out $10.2 Million in Taxes
DTS8 COFFEE: To Introduce Don Manuel(R) Coffee in China
DUMA ENERGY: Steven Carter Quits as Director
EARL SIMMONS: Rapper DMX Running Low on Cash

EASTMAN KODAK: Contrarian Amends Report on Shares Ownership
ECOSPHERE TECHNOLOGIES: Files Pro Forma Financial Statements
ECOTALITY INC: Asset Sale, Ch. 11 Financing Get Green Light
EDENOR SA: Board Approves Pampa's Change of Payment Proposal
ELBIT IMAGING: Asks Court to Approve Adjusted Plan of Arrangement

EMPIRE RESORTS: Court Dismissed Concord Lawsuit
ETOYS INC: Goldman Pays $7.5MM To Exit Suit Over 1999 Toy Co. IPO
EVERGREEN OIL: Hires Cohen McKeon as Litigation Counsel
FAIRWAY GROUP: S&P Assigns 'B-' Corp. Credit Rating
FINJAN HOLDINGS: Amends 21.5 Million Shares Resale Prospectus

FIRSTFINANCIAL PLUS: Reputed Mafia Associate Cops Plea in Case
FIRST NATIONAL: Annual Meeting Proposals Deadline on Oct. 14
FRIENDFINDER NETWORKS: Given Interim Use of Cash Collateral
FRIENDFINDER NETWORKS: Akerman Senterfitt Hiring Approvals Sought
FRIENDFINDER NETWORKS: BMC Group Hiring Approved

FURNITURE BRANDS: Oct. 2 Hearing on Auction Procedures
FURNITURE BRANDS: Reports Changes to DIP Terms
FURNITURE BRANDS: Duke Energy, Piedmont Demand 2-Month Deposit
GATEHOUSE MEDIA: Asks for Debtholders' Vote on Ch. 11 Plan
GENIUS BRANDS: Barry Honig Held 7.9% Equity Stake at Sept. 6

GLOBAL AVIATION: ABI Fund Receives $210,000 From Creditors Trust
GLOBALSTAR INC: Presented at Imperial Capital's Conference
GREAT PLATTE: Nebraska Archway Museum Plan Confirmed
GREIF INC: S&P Lowers CCR to 'BB'; Outlook Stable
HARRISBURG, PA: Recovery Plan Approval Lets City Skirt Bankruptcy

HILTON WORLDWIDE: S&P Retains 'BB-' Corporate Credit Rating
HOSTESS BRANDS: Headed for Structured Dismissal of Ch. 11 Case
HOWREY LLP: Suit v. Baker Hughes Transferred to District Court
HOWREY LLP: Suit v. Ropes & Gray Transferred to District Court
HOWREY LLP: Suit v. Haynes & Boone Transferred to District Court

HOWREY LLP: Suit v. Hogan Lovells US Goes to District Court
HOWREY LLP: Suit v. Hunton & Williams Goes to District Court
HUDSON'S BAY: S&P Assigns 'B+' Corporate Credit Rating
HUNTSMAN CORP: S&P Affirms 'BB' CCR & Revises Outlook to Negative
INFINIA CORP: Solar Power Project Files Ch.11 to Sell to Lender

INNOVIDA HOLDINGS: Exec Gets 4 Years for $40MM Scheme
INSPIRATION BIOPHARMACEUTICALS: Hilco Okayed as IP Sales Agent
INVESTORS CAPITAL: PBI Gets Ok to Continue Collecting Escrow Funds
IOWORLDMEDIA INC: Z. McAdoo Held 18.2% Equity Stake at Sept. 2
J. CREW GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable

KEYWELL LLC: To Sell Assets to Cronimet in Chapter 11 Bankruptcy
KHAN FAMILY: Wants to Hire Barnes Alford as Special Counsel
LIGHTSQUARED INC: Lenders Oppose Company's Auction Procedures
LOCATION BASED TECHNOLOGIES: Transcript of 2013 Annual Meeting
LONGVIEW POWER: Contractors Want Stay Lifted for Arbitration

LLS AMERICA: Bankr. Judge Recommends Final Judgment Against Frank
MAGYAR TELECOM: Obtains Consents From Senior Secured Note Holders
MICROVISION INC: Obtains $6.6 Million From Securities Offering
MILLER ENERGY: 6th Circ. Nixes Investor Suit Over Oil Assets
MOBILEBITS HOLDINGS: Incurs $1.3-Mil. Net Loss in July 31 Quarter

MONTREAL MAINE: Ch.11 Trustee Hires Verrill Dana as Counsel
MONTREAL MAINE: Can Employ Verrill Dana as Counsel
MOTORS LIQUIDATION: Claims Objection Deadline Moved to March 20
MOVIE GALLERY: Suit Against Collection Firm Stays in Bankr. Court
MUNICIPAL MORTGAGE: SEC Suspends Trading of Securities

MUSCLEPHARM CORP: Holders OK Cancellation of Preferred Shares
NATIONAL HOLDINGS: To Issue 15.5 Million Shares Under 2013 Plan
NELSON J. CHATELAIN: Huntsville Golf Fails to Overturn Ruling
NEOMEDIA TECHNOLOGIES: Inks RRA with YA Global
NESBITT PORTLAND: Seeks Nod for New Chapter 11 Plan

NET TALK.COM: Shad Stastney Resigns as Director
NIELSEN HOLDINGS: S&P Assigns 'BB' Rating to $500MM Senior Notes
OLIVER HEIGHTS: Kansas Appeals Court Rules in "Smith" Action
OPTIMUMBANK HOLDINGS: Joel Klein Buys 83,333 Common Shares
OVERSEAS SHIPHOLDING: Projections for Tanker & Barge Businesses

PATRIOT COAL: Has Leave to Conduct Rule 2004 Exam of Arch Coal
PATRIOT COAL: UMWA Rejected Healthcare Offer Comparable to Peabody
PERSONAL COMMUNICATIONS: Wants To Tap Richter as Financial Advisor
PERSONAL COMMUNICATIONS: Taps BG Strategic as Investment Banker
PERSONAL COMMUNICATIONS: Panel Wants Perkins Coie as Counsel

PERSONAL COMMUNICATIONS: Panel Seeks to Tap FTI as Fin. Advisor
PERSONAL COMMUNICATIONS: Files Schedules of Assets & Liabilities
PLEASE TOUCH: S&P Lowers Rating on 2006 Revenue Bonds to 'CC'
PONCE DE LEON: Taps Trans Indies Realty as Real Estate Broker
QUALTEQ INC: Appeal Over Limited Privileged Waiver Dismissed

RGR WATKINS: Creditor Wants Receiver to Forego Sec. 543 Compliance
RGR WATKINS: Creditor Opposes Request to Use Cash Collateral
RHINOCEROS VISUAL: Files to Halt Eviction
RITE AID: Posts $32.8 Million Net Income for Second Quarter
ROLLING MEADOWS: Fitch Affirms 'BB+' Rating on $17.85BB 2012 Bonds

RURAL/METRO CORP: KPMG Hiring Approval Sought
SEGA BIOFUELS: Seeks to Employ McCallar as Bankruptcy Counsel
SINCLAIR BROADCAST: S&P Affirms 'BB-' Corp. Credit Rating
TERRA-GEN FINANCE: S&P Affirms B CCR & Alters Outlook to Positive
SPIG INDUSTRY: Seeks to Employ Copeland Law Firm as Ch. 11 Counsel

STOCKTON, CA: Judge Advances City Resident's Tax Challenge
SUN BANCORP: Appoints Sidney Brown as Chairman
SURTRONICS INC: First-Citizens Objects to Cash Collateral Motion
SURTRONICS INC: Seeks to Pay $181,000 to Critical Vendors
SURTRONICS INC: Plan & Disclosure Statement Due Dec. 9

THOMAS TAFFE: Court Won't Stop Stream Hill Park Foreclosure Sale
UROLOGIX INC: Incurs $4.3-Mil. Net Loss in Fiscal 2013
UNITEK GLOBAL: Amends Report on Thornton Engagement
VADDA ENERGY: Incurs $444K Net Loss in First Quarter
VALLEJO, CA: District Court Rules in "Wilson" Suit

VIVARO CORP: Seeks Plan Filing Extension; Probes Avoidance Claims
VPR CORP: Court Clears Co. to Sell Assets to COG, Stanolind
WATERSTONE AT PANAMA: Withdraws Bid to Use Cash Collateral
WATERSTONE AT PANAMA: Lenox Wants Exclusivity Terminated
WAVE SYSTEMS: Amends At Market Sales Agreement with MLV & Co.

WESTINGHOUSE SOLAR: Stockholders Elect Four Directors
WESTMORELAND COAL: Copy of 2013 Investor Presentation
WESTMORELAND COAL: J. Gendell Held 13.2% Equity Stake at Sept. 12
WESTWAY GROUP: S&P Rates $270MM Senior Secured Loan 'BB-'
XZERES CORP: To Issue 300,000 Shares to Consultant

YOUNG OIL: CEO Slapped With Mail Fraud Charges
YRC WORLDWIDE: CEO James Welch to Serve as Pres. of YRC Freight
Z TRIM HOLDINGS: Edward Smith Held 71% Equity Stake at Sept. 18

* No Judicial Estoppel After Chapter 13 Payments Done

* JPMorgan Fined $389 Million for Deceptive Credit Card Practices

* 2013 FDIC Lawsuit Filings Exceeding Levels in Prior Years
* FriendFinder's Chapter 11 Pushes Global Default Tally to 58
* Road to Municipal Financial Distress Varies by City

* 2nd Cir. Appoints Julie Ann Manning as D. Conn. Bankruptcy Judge
* Anderson Kill Scoops Up 5 Attys From Boutique Firm

* Large Companies With Insolvent Balance Sheets


                            *********


ADAMIS PHARMACEUTICALS: Amends 26.5MM Shares Resale Prospectus
--------------------------------------------------------------
Adamis Pharmaceuticals Corp has amended its registration statement
relating to the resale of up to 26,499,996 shares of the Company's
common stock to be offered by Brio Capital Master Fund Ltd.,
Midsummer Small Cap Master, Ltd., DAFNA LifeScience Select Ltd.,
et al., upon the conversion of outstanding secured convertible
promissory notes and the exercise of outstanding common stock
purchase warrants by the selling stockholders.

The selling stockholders may sell shares of common stock from time
to time in the principal market on which the Company's common
stock is traded at the prevailing market prices or in privately
negotiated transactions.

The Company will not receive any of the proceeds from the sale of
common stock by the selling stockholders.  However, the Company
will generate proceeds in the event of a cash exercise of the
warrants by the selling stockholders.  All expenses of
registration incurred in connection with this offering are being
borne by the Company.  All selling and other expenses incurred by
the selling stockholders will be borne by the selling
stockholders.

The Company's common stock is quoted on the OTCQB platform of OTC
Markets, Inc., under the symbol "ADMP."  On Sept. 17, 2013, the
last reported sale price of the Company's common stock as reported
on the OTCQB was $0.39 per share.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/HZJ2Up

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's balance sheet at June 30, 2013, showed $4.1 million
in total assets, $9.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ADEPT TECHNOLOGIES: Cash Collateral Hearing on Sept. 30
-------------------------------------------------------
ADEPT Technologies, LLC, asks the U.S. Bankruptcy Court for the
District of Alabama for authorization to continue using cash
collateral of PNC Bank until the week ended Oct. 7, 2013, pursuant
to a budget.

As adequate protection for the use of the cash collateral derived
from the Debtor's accounts receivable and proceeds thereof, the
Debtor offers to pay PNC the sum of $62,982 per month.

As additional adequate protection, PNC will be granted a first
priority replacement lien in all accounts and accounts receivable
of the Debtor and proceeds of the same, subject and subordinate
only to the carve-out for statutory fees and the aggregate allowed
unpaid fees and expenses of professional persons retained by order
of the Court.

The Debtor's motion was prepared by:

     Kevin D. Heard, Esq.
     HEARD ARY, LLC
     307 Clinton Ave. West, Suite 310
     Huntsville, AL 35801
     Tel: (256) 535-0817
     E-mail: kheard@heardlaw.com

The hearing on the motion will be held on Sept. 30, 2013 at 9:00
a.m.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.


ADEPT TECHNOLOGIES: Hearing on Plan Objections Continued to Oct 21
------------------------------------------------------------------
The hearing on Birmingham City Wide Local Development Company,
Inc.'s and Southern Development Council, Inc.'s objections to the
confirmation of ADEPT Technologies, LLC's Chapter 11 Plan has been
rescheduled for Oct. 21, 2013, at 9:00 a.m.

As reported by the Troubled Company Reporter on March 27, 2013,
the Court proposes a 10% recovery for allowed general unsecured
claims.  Under the Plan, First Volunteer Bank will retain its lien
on the collateral securing the Debtor's $129,536 prepetition loan
until the time the debt is paid in full, with the secured claim to
be paid through monthly payments of $943 per month; (ii) PNC
Bank's $6.2 million secured claim will be paid through the
execution of a new promissory note to be secured by the same
collateral upon which PNC had a lien prepetition according to its
same priority; and (iii) the Debtor will restructure its
$2.2 million and $135,078 secured debt with Southern Development
Council, Inc., and will assume the debt according to the terms and
conditions of the existing finance agreements in place.  SDC will
retain its lien on the collateral securing the debt until the time
the debt is paid in full.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.


ADVANCED COMPUTER: Court Dismisses Chapter 11 Case
--------------------------------------------------
As stated in open court on Aug. 20, 2013, Judge Brian K. Texter of
the U.S. Bankruptcy Court for the District of Puerto Rico has
dismissed with prejudice the Chapter 11 case of Advanced Computer
Technology (Act), Inc.  The Debtor is barred from refiling a
bankruptcy case for a period of one year.

Berrios & Longo Law Offices, in its motion to dismiss, stated
that, among other things:

   1. ACT has not paid all postpetition taxes.

   2. ACT, its management, accountants and professionals have
      incurred in open breach of the duties of the DIP.

   3. ACT has made unauthorized use of cash collateral.

                      About Advanced Computer

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

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

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

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


AGFEED INDUSTRIES: To Auction Affiliate That Holds Chinese Assets
-----------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that AgFeed
Industries Inc. is seeking to auction the stock in the affiliate
that holds its Chinese operations in November, with China's Ningbo
Tech-Bank Co. kicking off bidding with a $50.5 million offer.

BankruptcyData reported that AgFeed Industries filed with the U.S.
Bankruptcy Court a motion for entry of (a) an order (i) scheduling
a hearing on approval of the proposed stock purchase agreement
(SPA) regarding the sale and purchase of the stock of AgFeed
Industries (British Virgin Islands); (ii) approving certain
bidding procedures with respect to the proposed SPA; (iii)
approving the break-up fee, expense reimbursement and form and
manner of notice thereof and (iv) granting related relief and (b)
an order (i) authorizing and approving AgFeed Industries' sale of
the stock of AgFeed Industries (British Virgin Islands), (ii)
approving a certain SPA, (iii) authorizing and approving AgFeed
Industries' entry into and consummation of the SPA and (iv)
granting related relief.

The motion states, "After consideration of the various expressions
of interest, AgFeed Industries and the Proposed Purchaser entered
into the SPA, pursuant to which, subject to Court approval and the
auction process proposed herein, the Proposed Purchaser has agreed
to purchase and AgFeed Industries has agreed to sell 100% of the
outstanding shares of AgFeed Industries, Inc. (British Virgin
Islands) (the 'Target Shares') for $50.5 million.  AgFeed
Industries has determined that the floor established by the
proposed sale to the Proposed Purchaser (the 'Proposed Sale'),
subject to higher and better bids with approval of the Court in an
open auction process pursuant to section 363 of the Bankruptcy
Code, affords AgFeed Industries the best opportunity to maximize
value for their creditors... The primary purpose of the auction
and sale process is to provide for a sale of the Target Shares to
the party that submits the highest and best offer in accordance
with the Bidding Procedures."

If the Company accepts a higher and better offer for the target
shares than the one proposed by Good Charm International
Development (the proposed purchaser) or confirms a Plan of
Reorganization that involves the disposition or revesting of the
target shares, then the seller may terminate the SPA and, upon
closing on any alternative transaction, pay to the proposed
purchaser a break-up fee of $1,586,400 and expense reimbursement
fee not to exceed an amount of $528,800. The deadline to submit
qualified competing bids is November 13, 2013 and an auction, if
necessary, would be conducted on November 18, 2013. A hearing to
approve the sale will be held on November 21, 2013.

                        Sale Amid Scrutiny

Law360 reported that bankrupt AgFeed Industries agreed to sell its
Chinese assets to a Hong Kong business for $52.8 million last week
as the U.S. Trustee's Office asked a Delaware bankruptcy judge to
appoint an examiner to learn more about the state of AgFeed's
Chinese operations.

According to the report, the stalking horse bid from Good Charm
International Development Ltd. marks a loss of nearly $20 million
from the $70 million the hog farming company originally invested
in its Chinese operations.

AgFeed went public in 2007, and raised about $95 million, the
report related.

                     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.


AMERICAN AIRLINES: Merger Risk Seen Ebbing as US Airways Rallies
----------------------------------------------------------------
Mary Schlangenstein, writing for Bloomberg News, reported that US
Airways Group Inc. rose to the highest close since federal
antitrust regulators sued to block the planned merger with AMR
Corp.'s American Airlines, a sign of investor optimism that the
deal will occur.

According to the report, with Sept. 21's 1.6 percent gain to
$18.97, the shares rebounded past their price on the day before
the U.S. Justice Department lawsuit was filed on Aug. 13. US
Airways lost as much as 18 percent of its market value in the
weeks after the government's move.

"The initial picture looked quite dim," said Rob Pickels, an
analyst at Manning & Napier Advisors Inc., which holds US Airways
shares, the report related.  "But as people have dug into various
precedents and the case for and against the merger, it's my sense
they are becoming more optimistic that the deal actually happens."

Concern that the merger will fail is ebbing as investors see
better odds for a tie-up creating the world's largest carrier,
according to Andrew Davis, an analyst at T. Rowe Price Group Inc.,
which he said held 13.4 million US Airways shares, the report
said.  Also boosting US Airways' stock are the outlook for
continued profits, strong travel demand and falling fuel prices,
he said.

"People were so shocked that the lawsuit was even filed," Davis
said in an interview from Pikesville, Maryland, the report further
related.  "Now they've gotten a little more rational and said
there are a lot of scenarios that could lead to them potentially
winning the case outright or reaching a settlement."

The antitrust case is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia (Washington).

                      About American Airlines

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

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.  The
plan confirmation order means that if AMR and US Airways win the
Justice Department lawsuit or settle with the government, the
merger plan can go into effect.

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: Demands DOJ Docs on Airline Mergers
------------------------------------------------------
Law360 reported that U.S. Airways Group Inc. and American Airline
Inc. asked a Washington federal judge on Sept. 20 to order the
U.S. Department of Justice to hand over documents they say will
help them prove their embattled $11 billion merger will actually
help competition.

According to the report, U.S. Airways and American's bankrupt
parent company, AMR Corp., filed a motion urging the court to
compel production of studies, analyses and forecasts the DOJ used
in approving four airline mergers over the last decade.

The case is UNITED STATES OF AMERICA et al v. COMMONWEALTH OF
VIRGINIA et al., Case No. 1:13-cv-01236 (D.D.C.) before Judge
Colleen Kollar-Kotelly.

                      About American Airlines

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

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.  The
plan confirmation order means that if AMR and US Airways win the
Justice Department lawsuit or settle with the government, the
merger plan can go into effect.

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: S. Dauch Held 9.9% Equity Stake at Aug. 29
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Sandra J. Dauch disclosed that as of Aug. 29, 2013,
she beneficially owned 7,454,732 shares of common stock of
American Axle & Manufacturing Holdings, Inc., representing 9.94
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/ApCaZl

                        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.

As reported by the TCR on Sept. 5, 2013, Fitch Ratings has
affirmed the 'B+' Issuer Default Ratings of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary.  The ratings and Positive
Outlook for AXL and AAM are supported by Fitch's expectation that
the drivetrain and driveline supplier's credit profile will
strengthen over the intermediate term, despite some deterioration
over the past year.


AMERICAN LOCKER: Has Forbearance with BofA Until Nov. 30
--------------------------------------------------------
American Locker Group Incorporated entered into a forbearance
agreement with Bank of America pursuant to which Bank of America
has waived the Company's obligation to meet certain financial
covenants through Nov. 30, 2013, and to forbear from enforcing its
remedies against the Company with respect to its failure to comply
with those financial covenants until and through the Forbearance
Expiration Date.

The Company and its subsidiaries had previously entered into a
Loan Agreement dated Dec. 8, 2010, with Bank of America.  As
disclosed in the Company's quarterly reports on Form 10-Q for the
quarters ended March 31, 2013, and June 30, 2013, the Company was
in violation of certain financial covenants, specifically a debt
service coverage ratio and a funded debt-to-EBITDA ratio, that it
is required to meet pursuant to the Loan Agreement.

The Company will not have the right to take any advances under any
loan until various conditions contained in the Forbearance
Agreement have been satisfied.

In connection with the Forbearance Agreement, the Company paid
Bank of America $15,200.

A copy of the Forbearance Agreement is available for free at:

                         http://is.gd/RL9buL

                    About American Locker Group

American Locker Group Incorporated (ALGI.PK) --
http://www.americanlocker.com/, http://www.canadianlocker.com;
and http://www.securitymanufacturing.com-- is known for its
proven reliability, durability and customer service.  American
Locker is the only locker company to operate a dedicated center to
provide prompt and reliable service to their customers.  American
Locker is used by thousands of water parks, theme parks, ski
resorts, retailers, law enforcement agencies, and health club
operators around the world.


AMERICAN STANDARD: Inks Forbearance Agreement With Pentwater
------------------------------------------------------------
American Standard Energy Corp. and each of Pentwater Capital
Management, LMA SPC for and behalf of the MAP 98 Segregated
Portfolio, Oceana Master Fund Ltd., Pentwater Equity Opportunities
Master Fund Ltd. and PWCM Master Fund Ltd. entered into a Warrant
Modification, Release and Forbearance Agreement pursuant to which
the Company agreed to reduce the exercise price of outstanding
warrants to purchase an aggregate of 8,410,144 shares of the
Company's common stock held by Pentwater to $0.01 per share.  In
consideration for the reduction of the exercise price of the
Pentwater Warrants, Pentwater agreed to forbear receipt of certain
interest payments under a Note and Warrant Purchase Agreement
dated Feb. 9, 2012, and, subject to certain conditions, terminate
any rights it holds pursuant to, and release the Company from, its
obligations under each of the following registration rights
agreements, as each may have been amended:

   (i) Registration Rights Agreement, dated Jan. 26, 2011;

  (ii) Registration Rights Agreement, dated March 31, 2011;

(iii) Registration Rights Agreement, dated July 13, 2011; and

  (iv) Registration Rights Agreement, dated Feb. 9, 2012.

Pentwater also agreed to waive all prior defaults under any of the
Registration Rights Agreements prior to Sept. 13, 2013.

                      About American Standard

Scottsdale, Ariz.-based American Standard Energy Corp. is an
independent oil and natural gas production company engaged in the
acquisition and development of leaseholds of oil and natural gas
properties.  The Company's leasehold acreage is located in the
Permian Basin of West Texas and Eastern New Mexico, the Eagle Ford
Shale Formation of South Texas, the Bakken Shale Formation in
North Dakota, the Niobrara Shale Formation of Wyoming and
Nebraska, the Eagle Bine Shale Formation in South East Texas, and
the Gulf Coast of South Texas.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2012, BDO USA, LLP, in Houston, Texas,
expressed substantial doubt about American Standard Energy's
ability to continue as a going concern, citing the Company's
recurring losses from operations, working capital deficiency and
limited cash resources.

The Company reported a net loss of $93.74 million on
$19.74 million of total revenues in 2012, compared with a net loss
of $13.67 million on $9.80 million of total revenues in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $129.46 million
in total assets, $45.67 million in total liabilities, and
shareholders' equity of $83.79 million.


ANACOR PHARMACEUTICALS: Awaits Ruling on Valeant Arbitration
------------------------------------------------------------
Anacor Pharmaceuticals, Inc., on Oct. 24, 2012, provided notice to
Valeant Pharmaceuticals International, Inc., successor in interest
to Dow Pharmaceutical Sciences, Inc., seeking to commence
arbitration with JAMS of a breach of contract dispute under a
master services agreement dated March 26, 2004, between the
Company and DPS related to certain development services provided
by DPS in connection with the Company's efforts to develop its
topical antifungal product candidate for the treatment of
onychomycosis.

The Company's currently pending assertions include breach of
contract, breach of implied covenant of good faith and fair
dealing, misappropriation of trade secrets and unfair competition.
The Company is seeking injunctive relief and damages of at least
$215 million.  The Company has carefully reviewed its position and
believes that it has meritorious claims; however, the Company is
obligated to prove those claims in the arbitration hearing.

The arbitration hearing was held between Sept. 9, 2013, and
Sept. 17, 2013.  Under the rules of the arbitration, a ruling is
expected within 30 days of the completion of the hearing.

                   About Anacor Pharmaceuticals

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

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

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


ANGLO IRISH: Gets Short-Term Protection From US Suits
-----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge granted a
temporary stay on Sept. 20 to Chapter 15 petitioner Irish Bank
Resolution Corp. Ltd., formerly known as Anglo Irish Bank, but
ordered that the stay will affect those who oppose it only until a
evidentiary hearing in a week.

According to the report, Dublin-based IBRC, which seeks
recognition of its Irish liquidation proceedings, requested
provisional protection from American creditors and lawsuits early
last week after saying it needed to delay consideration of it
Chapter 15 petition.

                        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.


ARMORWORKS ENTERPRISES: Blasts Request for Ch. 11 Case Trustee
--------------------------------------------------------------
Law360 reported that ArmorWorks Enterprises LLC lambasted its
creditors' request to appoint a Chapter 11 bankruptcy trustee on
Sept. 18, claiming that such an interloper would unnecessarily
disrupt reorganization efforts and lose the Arizona business
millions of dollars in military contracts.

According to the report, the government contractor pushed back
against a motion filed last week by C Squared Partners LLC and its
affiliate Anchor Management LLC, who are seeking to appoint a
trustee in ArmorWorks' Chapter 11 proceedings.

                   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.


ATARI INC: Files Plan; French Parent to Keep Brand, Other Assets
----------------------------------------------------------------
Atari Inc. and its affiliated debtors, Atari Interactive, Inc.,
Humongous, Inc., and California U.S. Holdings, Inc., filed a
Chapter 11 plan of reorganization and accompanying disclosure
statement on Sept. 20.

Atari proposes an Oct. 29 hearing at 10:00 a.m. to consider
approval of the disclosure materials.  Objections to the plan
outline may be filed by Oct. 22 at 4:00 p.m.

If approved, Atari will commence solicitation of plan votes on
Oct. 30.  Plan votes are due Nov. 25.

The Debtors will then appear before the Court on Dec. 5 at 10:00
a.m. for a hearing to confirm the plan.  Objections to
confirmation are due Nov. 27.

The Plan effectuates a restructuring transaction under which Atari
S.A., the Debtors' French parent, as Sponsor will make
contributions to the U.S. Debtors' Estates sufficient to ensure a
meaningful recovery to holders of General Unsecured Claims.  Atari
S.A. is also the subject of bankruptcy proceedings in France.

The Plan Proponents believe that the transaction with the French
parent will maximize recoveries for stakeholders, facilitate the
reorganization of the Debtors, and expedite the conclusion of
these cases by avoiding the costs and expenses that would be
incurred in attempting to re-market the Debtors' remaining assets.
Moreover, the Plan avoids the costly, drawn-out litigation of
certain issues raised by the Creditors' Committee that would
otherwise need to be resolved for holders of General Unsecured
Claims to receive any distributions on account of their Claims.
The Plan, Atari says, embodies a negotiated compromise of these
disputes that ensures a fair recovery for all creditors and
parties in interest, and allows for accelerated distributions to
holders of General Unsecured Claims.  The terms of the Plan are
supported by the Creditors' Committee as fiduciaries for holders
of General Unsecured Claims.

Joseph Checkler, writing for Dow Jones Newswires, reports that
after reaching out to more than 180 potential purchasers from the
videogame and financial worlds, Atari received only 15 preliminary
bids early this year.  None of those offers were deemed
"acceptable" by the company, so it decided to sell off the assets
in pieces.

In July, the Debtors won court approval to sell seven video-game
franchises for a total of about $5.1 million.  Those assets
include "Humongous," "Total Annihilation" and other smaller
franchises.

Dow Jones notes Atari failed to sell the intellectual property
related to its Atari name as well as its valuable "Rollercoaster
Tycoon" and "Test Drive" franchises.  It had hoped to get at least
$20 million for those three assets.  Under the Plan, the French
parent would retain "Test Drive," "Rollercoaster Tycoon" and the
Atari brand.

Pursuant to the Plan, Priority Non-Tax Claims in Class 1 will be
paid in full, and are unimpaired.  Priority Non-Tax Claims are
estimated to total $171,879.  Secured Tax Claims in Class 2 will
also see 100% recovery of the estimated $3,591 in claims.

According to Dow Jones, under the Plan, Atari will pay off the
$3.8 million bankruptcy loan to lender Alden Global Capital.

Alden's Secured Claim Against Atari Inc. is in Class 3.  Alden
will waives its rights to receive cash distributions under the
Plan but will retain its lien on certain Test Drive IP owned by
Atari Inc.  The Alden Secured Claim is impaired and Alden is
entitled to vote on the Plan.

General Unsecured Claims in Class 4, estimated between $5 million
and $7 million, will be paid in three installments, and are
projected to see roughly 25% in total recovery.  Each holder of an
Allowed General Unsecured Claim will receive:

     -- a cash payment on the Effective Date in an amount equal
        to the lesser of (a) 8% of the holder's Allowed General
        Unsecured Claim and (b) the holder's Pro Rata share of
        $560,000;

     -- a cash payment on the first anniversary of the Plan
        Effective Date in an amount equal to the lesser of (a) 8%
        of the holder's Allowed General Unsecured Claim and (b)
        the holder's Pro Rata share of $560,000; and

     -- a cash payment on the second anniversary of the Effective
        Date in an amount equal to the lesser of (a) 9% of the
        holder's Allowed General Unsecured Claim and (b) the
        holder's Pro Rata share of $630,000.

The recovery for each holder of an Allowed General Unsecured Claim
will be reduced pro rata to the extent the General Unsecured Claim
Pool exceeds $7 million.  Holders of General Unsecured Claims are
impaired and entitled to vote on the Plan.

Dow Jones says the French parent as Sponsor will pay up to $3.4
million in cash to fund the proposal, and contribute an additional
$1.75 million once the plan becomes effective.

The Holder of the Allowed Sponsor Intercompany Claim, estimated to
be $309,544,076, will waive its right to receive distributions in
respect of the Claim.

A copy of the Disclosure Statement explaining Atari's Plan is
available at http://bankrupt.com/misc/AtariDS.pdf

                           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.  On Feb. 5, 2013, the Debtors' board of directors was
reconstituted.  The reconstituted board of directors elected to
retain alternate bankruptcy counsel.  Hunton's retention as the
Debtors' counsel terminated on Feb. 6, 2013.

Ira S. Dizengoff, Esq., and Kristine G. Manoukian, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, N.Y.; and 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.  Guy Davis and Susan
Roski -- guy.davis@protiviti.com and suzanne.roski@protiviti.com
-- at Protiviti Inc. serve as financial advisors.

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

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


ATLANTIC COAST: Thomas Wagers Resigns From All Positions
--------------------------------------------------------
Thomas B. Wagers, Sr., informed the Board of Directors of Atlantic
Coast Financial Corporation and the Board of Directors of Atlantic
Coast Bank that he is resigning his positions as interim
president, chief executive officer and chief financial officer of
the Company and the Bank, effective Oct. 21, 2013, in order to
take a position with another financial institution outside of the
Bank's market area.  Mr. Wagers' resignation is not related to any
disagreement with the Company or the Board of Directors.

The Company and the Bank named John K. Stephens, Jr., as
president, chief executive officer and director of the Company and
the Bank, contingent upon receipt of regulatory non-objection from
the Federal Reserve Bank of Atlanta and the Office of the
Comptroller of the Currency.  The Company and the Bank have begun
a search for a permanent chief financial officer.

On Sept. 18, 2013, the Boards of Directors of the Company and the
Bank appointed Marshall D. Stone, age 58, the controller of the
Company and the Bank as interim principal accounting officer,
effective Oct. 21, 2013.  Mr. Stone has served as controller since
2003.

                       About Atlantic Coast

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

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.  The
Company's balance sheet at June 30, 2013, showed $742.19 million
in total assets, $711.02 million in total liabilities and $31.16
million in total stockholders' equity.

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


AVSTAR FUEL: IP Claims Headed to Bankruptcy Court
-------------------------------------------------
Law360 reported that a federal judge ruled on Sept. 19 that a
bankruptcy court should decide whether counterclaims in the
Pennsylvania case that accuse aircraft parts manufacturer AVStar
Fuel Systems Inc. of trademark infringement violate an injunction
barring suits against AVStar during its Chapter 11 restructuring.

According to the report, U.S. District Court Judge Matthew Brann
stayed counterclaims accusing AVStar of infringing Precision
Airmotive LLC's trademarks, until a Florida bankruptcy court
decides whether the allegations are barred by an injunction
staying lawsuits that stem from conduct occurring before the
company's May 2 Chapter 11 filing.

The case is Avco Corporation v. Precision Airmotive LLC, Case No.
4:12-cv-01313 (M.D. Pa.) before Judge Matthew W. Brann.  The case
was filed on July 6, 2012.


BENTLEY PREMIER: Can Use Cash Collateral Thru October 1
-------------------------------------------------------
Bentley Premier Builders, LLC's authority to use the cash
collateral of its lenders, The Phillip M. Pourchot
Revocable Trust and/or The Starside, LLC, has been extended
through Oct. 1, 2013.

The Phillip M. Pourchot Revocable Trust and Starside, LLC, are
represented by:

          JONES ALLEN & FUQUAY, LLP
          Laura L. Worsham, Esq.
          8828 Greenville Avenue
          Dallas, Texas 75243
          Tel No: (214) 343-7400
          Fax No: (214) 343-7455

Laura L. Worsham, Esq., at Jones Allen & Fuquay, LLP, Mark E.
Andrews, Esq., of 1201 Elm Street, Suite 3300, Dallas
Texas, 75270, serve as attorney for the Lenders.  He can be
reached at tel no. (214) 698-7819 and fax no. (214) 698-7899.

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor estimated
assets and debts of $10 million to $50 million.


BENTLEY PREMIER: Lenders Seek Trustee Appointment
-------------------------------------------------
The Phillip M. Pourchot Revocable Trust and Starside, LLC, filed
an emergency motion for the appointment of a trustee in the
bankruptcy case of Bentley Premier Builders, LLC.

On behalf of the Pourchot Entities, Laura L. Worsham, Esq., at
Jones, Allen & Fuquay, LLP, asserts that the trustee appointment
is necessary to protect creditors of the estate.

"The Debtor's creditors have no confidence in the Debtor's current
management with GOLGART acting as the self-appointed Managing
Member and refusing to allow the other 50% Member to participate
in the operation of the Debtor.  As a result, the Debtor has
demonstrated itself to be untrustworthy and has refused to act in
the best interests of creditors," says Ms. Worsham.

Sandy Golgert and Phillip Pourchot are 50/50 owners of the Debtor.

The Pourchot Entities also cite that multiple incidents of gross
mismanagement, incompetence and/or fraud and dishonesty were
testified to and/or revealed by Golgart at the Sec. 341 creditors'
meeting in the case held last Sept. 6.

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor estimated
assets and debts of $10 million to $50 million.


BENTLEY PREMIER: UST Seeks Ch. 11 Trustee Appt. or Case Conversion
------------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, is asking the
U.S. Bankruptcy Court to either (i) appoint a Chapter 11 trustee
in the bankruptcy case of Bentley Premier Builders, LLC; (ii)
convert the case into a Chapter 7 proceeding; or (iii) dismiss the
case with prejudice to re-filing.

"The Case appears to be a continuation of the control dispute
between Golgert and Pourchot and not for any financial
rehabilitative purpose," the U.S. Trustee complains.  "The ongoing
dispute negatively affects the creditors, the estate and the
Homeowners."

Sandy Golgert and Phillip Pourchot are 50/50 owners of the Debtor.
They apparently were involved in a relationship and the Debtor's
operations suffered when the parties' relationship deteriorated.
They were subsequently involved in a state court litigation over
control of the Debtor.  The Phillip M. Pourchot Revocable Trust
and Starside LLC then acquired and accelerated the Debtor's
secured debt and initiated foreclosure actions against the Debtor.

The U.S. Trustee notes that the Pourchot Entities sought dismissal
of the Case, citing the filing by Golgert was without proper
authorization.  The Pourchot Entities later withdrew the Motion to
Dismiss, but thereafter filed a Motion to Appoint a Chapter 11
Trustee.

The Pourchot Entities, the U.S. Trustee, also objected to the
employment of the Debtor's proposed counsel, saying that the
counsel represented Golgert individually pre-bankruptcy.

The U.S. Trustee adds that at the Sept. 6, 2013 creditors'
meeting, Golgert admitted to signing affidavits and other
documents stating all bills and invoices had been paid on certain
homes when in fact all bills and invoices had not been paid and to
submitting false documents and draw requests regarding certain
homes.

The Chapter 11 Trustee Motion is set to be heard on Sept. 27.

The U.S. Trustee is represented by:

          Marc Salitore, Esq.
          Timothy W. O'Neal
          Asst. U.S. Trustee

               -- and --

          Marcus F. Salitore, Esq.
          Trial Attorney
          110 N. College Avenue, Suite 300
          Tyler, Texas 75702
          Tel No: (903) 590-1450
          Fax No: (903) 590-1461

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor estimated
assets and debts of $10 million to $50 million.


BENTLEY PREMIER: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Bentley Premier Builders, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $35,738,000.00
  B. Personal Property             55,857.22
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $30,022,974,32
  E. Creditors Holding
     Unsecured Priority
     Claims                                        129,342.67
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        276,465.86
                              --------------   --------------
        TOTAL                 $35,793,857.22   $30,428,782.85

A full-text copy of the Schedules of Assets and Debts may be
accessed for free at:

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

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor estimated
assets and debts of $10 million to $50 million.


BION ENVIRONMENTAL: Incurs $8.2 Million Net Loss in Fiscal 2013
---------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $8.24 million on $11,862 of revenue for
the year ended June 30, 2013, as compared with a net loss of $6.46
million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2013, showed $7.50 million
in total assets, $10.8 million in total liabilities, $21,400 in
series B redeemable convertible preferrd stock, and a $3.40
million total deficit.

GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted that
the Company has not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.

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

                       http://is.gd/1wn3o7

                     About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).


BOART LONGYEAR: S&P Raises Rating on New $300MM Notes to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Boart Longyear Management Pty Ltd.'s proposed
$300 million notes offering to 'BB-' from 'B+' and revised its
recovery rating on the notes to '1' from '2'.  The revision of the
recovery rating reflects our understanding that the entire
$300 million notes offering will be secured.  The issue-level
rating is two notches higher than the 'B' corporate credit rating
on Boart Longyear Ltd., in line with S&P's notching guidelines for
a '1' recovery rating.

Ratings List

Boart Longyear Ltd.
Corporate Credit Rating                       B/Negative/--

Rating Raised; Recovery Rating Revised         TO            FROM
Boart Longyear Management Pty Ltd.
$300 mil nts                                  BB-           B+
  Recovery Rating                              1             2


BON-TON STORES: Appoints a New Member to Its Board of Directors
---------------------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors has unanimously
elected Steven Silverstein to its Board, effective immediately.
Mr. Silverstein will serve on the Human Resources and Compensation
Committee.

Mr. Silverstein, 53, has been president and chief executive
officer of Spencer Spirit Holdings, Inc., since 2003.  The company
operates two main retail brands, Spencer Gifts and Spirit
Halloween.  Spencer Gifts is an iconic specialty retailer that
focuses on delivering humor and entertainment products for its
targeted customers, operating over 600 retail locations in the
United States and Canada.  Spencer Gifts serves individuals
between the ages of 18 and 25.  Spirit Halloween operates over
1,000 seasonal, mainly big box, Halloween stores throughout the
United States and Canada.  From 1992 to 2003, Mr. Silverstein
served in positions of increasing responsibility at Linens 'n
Things, Inc., including President.  Prior to that, Mr. Silverstein
served as a Divisional Merchandise Manager of Bloomingdale's, Inc.
He began his retail career at Macy's, Inc. in 1981.  Mr.
Silverstein received an M.B.A. from The Wharton School of the
University of Pennsylvania and a B.S. in Economics from Cornell
University.

Tim Grumbacher, Chairman of the Board, stated, "We are very
pleased to welcome Steven as a member of our Board of Directors.
Steven possesses extraordinary experience in the retail and
apparel industries and I believe his expertise and vast knowledge
will be invaluable to Bon-Ton.  We welcome Steven's insight and
counsel as we continue to execute our business strategies for
profitable growth and increased shareholder value."

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
Aug. 3, 2013, showed $1.58 billion in total assets, $1.53 billion
in total liabilities and $49.70 million in total shareholders'
equity.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BORGER HOSPITALITY: Fredericksburg Claim Gets "Unsecured" Status
----------------------------------------------------------------
Bankruptcy Judge Robert L. Jones classified New Fredericksburg,
Inc.'s $274,000 claim [Proof of Claim No. 23-1] in Borger
Hospitality, Inc.'s case as an unsecured claim, and overruled
claim objections filed by Stiles Livestock Co., Ltd., William G.
Stiles, and Robert W. Stiles.

The stated basis for the claim was a loan made by New
Fredericksburg to BHI.  Harish Patel, the principal of BHI at the
time of its bankruptcy filing, signed the proof of claim as
president of New Fredericksburg.  The proof of claim was not
supported with any documentation evidencing the claim.

The Stiles entities argued that New Fredericksburg's "loans"
should be recharacterized as investments or capital contributions
and thus, presumably, subject to subordination.

A copy of the Court's Sept. 6, 2013 Memorandum Opinion is
available at http://is.gd/a6IMjXfrom Leagle.com.

Borger Hospitality, Inc., filed for Chapter 11 bankruptcy (Bankr.
N.D. Tex. Case No. 10-20170) in Amarillo on March 12, 2010.
Harish Patel was the principal of BHI at the time of its filing.
According to Patel, the company was formed in either 2006 or early
2007; he and Chetan Parikh were the shareholders of BHI at the
time of its formation.

BHI was created for the purpose of constructing and operating two
hotels, one in Snyder, Texas, and the other in Stanton, Texas.
BHI entered into a contract with Auer Corporation as general
contractor for the construction of the hotels. Both the Snyder
Hotel and the Stanton Hotel were to be operated as "Baymont Inn &
Suites" under a franchise agreement with Baymont Franchise
Systems, Inc.


BRADFORD ACADEMY: S&P Lowers Rating on 2007 & 2009 Bonds to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CCC+' on the Michigan Public Educational Facilities Authority's
series 2007 and 2009 bonds issued for Bradford Academy.

"The rating action reflects our view of the trustee's nonpayment
of principal to bondholders on Sept. 1, 2013," said Standard &
Poor's credit analyst Chris Littlewood.


BRAND ENERGY: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on Brand
Energy & Infrastructure Services, including the 'B' corporate
credit rating, on CreditWatch with negative implications.

The CreditWatch listing follows Brand's announcement that it has
entered into an agreement for purchase by Clayton, Dubilier & Rice
LLC from First Reserve and a separate transaction involving its
merger with Harsco Corp.'s infrastructure business.  The
transactions are subject to certain regulatory approvals and are
expected to close during the fourth quarter of 2013.

"We believe that the transactions, if completed as planned, could
worsen the leverage and free operating cash flow metrics from
levels that we previously assumed for Brand for 2014," said credit
analyst Nishit Madlani.  This is because Harsco's infrastructure
division's profitability has been challenged over the past three
years and has not meaningfully contributed to its cash flows;
moreover, additional risks persist from economic uncertainty in
its European end-markets.  Still, as a result of restructuring
initiatives implemented in prior years and its exit from
unprofitable operations in 2012, this business has gradually
improved.

At the same time, the proposed combination, albeit with some
integration risk, could offset the above risks for Brand, given
that the expansion of its specialty services and improved scale
and geographic diversity could support pro forma credit metrics
that would be consistent with Brand's current stand-alone
operations.  This includes leverage (debt to EBITDA) remaining
less than 6.0x and free operating cash flow remaining positive on
a sustained basis.

S&P expects to resolve the CreditWatch listing after it discusses
with Brand's management and financial sponsor the business
strategy, growth, profitability, and cash flow prospects for the
combined businesses, as well as the capital structure and
financial policy under the new owner.  S&P will consider how these
factors may affect its assessment of the company's business and
financial risk profiles.

S&P could lower the ratings if the transactions would likely
increase leverage (debt to EBITDA) toward 6.5x over a sustained
period with no positive free operating cash flow prospects over
the next two years.  This could occur as a result of continued
weak prospects for Harsco's infrastructure business relative to
Brand's current operations or if S&P identifies significant
integration or other risks associated with the transactions.

S&P could affirm the ratings if it regards the transactions as
beneficial to Brand's business risk profile, and pro forma credit
measures do not weaken from current levels.


BROWNSVILLE MD: Taps Hire Husch Blackwell as Bankruptcy Counsel
---------------------------------------------------------------
Brownsville MD Ventures, LLC, seeks bankruptcy court permission to
employ Husch Blackwell LLP of Austin, Texas, as its bankruptcy
counsel. Kell C. Mercer will serve as attorney in charge.

Prior to the Petition Date, the firm received an initial retainer
of $25,000.  Shortly before the filing of the case, the retainer
was replenished by $4,503.16 to $25,000.

The Debtor assures the Court that Husch Blackwell does not
represent any interest adverse to the Debtor, or the Estate, and
is a "disinterested party" pursuant to Section 327 of the
Bankruptcy Code.

Brownsville MD Ventures, LLC, filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville,
Texas.  Chester Gonzalez signed the petition as chairman of the
board of managers.  The Debtor estimated assets and debts of at
least $10 million.  Kell Corrigan Mercer, Esq., -- E-mail:
kell.mercer@huschblackwell.com -- at Husch Blackwell, LLP, in
Austin, Texas, serves as the Debtor's counsel.  Judge Richard S.
Schmidt presides over the case.


CAESARS ENTERTAINMENT: Discloses Information to Potential Lenders
-----------------------------------------------------------------
Caesars Entertainment Corporation previously announced that
certain of its subsidiaries launched the syndication of $3,269.5
million of new senior secured credit facilities, consisting of a
$3,000 million term loan facility and a $269.5 million revolving
credit facility.

Caesars disclosed with the U.S. Securities and Exchange Commission
certain information which has not been previously reported.  Such
information was provided on Sept. 19, 2013, to potential lenders
for the proposed Senior Facilities.

A copy of the disclosure is available for free at:

                        http://is.gd/wDTynm

                     About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  As of June 30, 2013, the Company had
$26.84 billion in total assets, $27.58 billion in total
liabilities and a $738.1 million total deficit.

                           *     *     *

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

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

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

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


CANCER GENETICS: Files Copy of Investor Presentation
----------------------------------------------------
Cancer Genetics, Inc., intends, from time to time, to present or
distribute to the investment community and utilize at various
industry and other conferences a slide presentation.  The slide
presentation entitled "Empowering Personalized Cancer Treatment"
is available for free at http://is.gd/YcC3xE

                       About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

The Company's balance sheet at June 30, 2013, showed $6.4 million
in total assets, $13.3 million in total liabilities, and a
stockholders' deficit of $6.9 million.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


CASH STORE: Faces $110-Mil. Lawsuit Over Alleged Loan Default
-------------------------------------------------------------
Assistive Financial Corp. has commenced an action in the Court of
Queens's Bench of Alberta against Cash Store Financial and certain
of its officers and affiliates, including The Cash Store Australia
Holdings Inc. and RTF Financial Holdings Inc.(the "Affiliates")
seeking repayment of certain funds advanced for the Affiliates by
Assistive.  The claim seeks, among other things, damages
equivalent to $110,000,000, together with interest thereon at the
rate of 17.5 percent per year.

Cash Store Financial believes the action is wholly without merit
and intends to vigorously defend itself.  The Company maintains
that it is not in default of any contractual obligations to
Assistive and that this development is not expected to materially
impact the financial position or results of operations of Cash
Store Financial.

Assistive is a privately-held third-party lender that provides
advances to the Company's customers.  Following written
notification from Assistive on Sept. 3, 2013, Cash Store Financial
suspended brokering advances to consumers on behalf of Assistive.
Cash Store Financial has continued to broker payday loans and
lines of credit on behalf of its other third-party lenders.  As of
Sept. 3, 2013, Assistive had made available less than 2 percent of
total consumer funding provided by all of the Company's third-
party lenders.

The Company will provide further updates to this matter as
material developments occur.

                     About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

The Company's balance sheet at June 30, 2013, showed $192.73
million in total assets, $171.47 million in total liabilities and
$21.25 million in shareholders' equity.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories," the
Company said.

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CENGAGE LEARNING: Apax to Provide LBO Documents to Creditors
------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Cengage Learning Inc. equity owner Apax Partners LP agreed on
Sept. 19 to provide a trove of documents to the committee
representing unsecured creditors relating to the firm's 2007
leveraged buyout of Cengage and controversial debt buys.

                     About Cengage Learning

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

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

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

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


CENTENNIAL BEVERAGE: Can Hire Montgomery Coscia as Tax Advisor
--------------------------------------------------------------
Centennial Beverage Group, LLC, sought and obtained permission
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Montgomery Coscia Greilich LLP as tax advisor.

Montgomery Coscia will prepare the Debtor's federal tax returns
for the year ended Dec. 31, 2012, and prepare the combined Texas
franchise tax return for the Debtor and related entities for the
year ended Dec. 31, 2012.  The Debtor also seeks to retain
Montgomery Coscia to provide tax advisory services as needed.

Montgomery Coscia will receive $7,500 for preparing the federal
tax returns for the Debtor for the year ended Dec. 31, 2012, and
will receive $1,250 for the preparation of combined Texas
franchise tax return for the Debtor and related entities for the
year ended Dec. 31, 2012.

The engagement letter provides that Montgomery Coscia will be
compensated on an hourly basis for tax advisory services apart
from the preparation of the Debtor's tax returns.  Standard
hourly rates vary by personnel but are in this range:

      Partner                  $295-$350
      Principal/Sr. Manager    $220-$250
      Manager                  $180-$210
      Senior                   $150-$165
      Staff                    $125-$140

Montgomery Coscia has agreed to charge the Debtor 75% of the
standard hourly rates.

Matt Coscia, co-managing partner and lead tax partner of
Montgomery Coscia, attests to the Court that the firm is a
"disinterested" person as such term is defined in Section 101(14)
of the Bankruptcy Code.

                      About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and
Boone, LLP, in Dallas, serve as counsel to the Debtor.  M. Jack
Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex.,
serves as special counsel.  RGS LLC serves as the Debtor's
financial advisor.  BYGH Tax Consulting is property tax consultant
to the Debtor.

The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CHINA CEETOP.COM: Guizhou Buys 42.5% of Equity in Hangzhou
----------------------------------------------------------
Guizhou Ceetop Network and Technology Co. Ltd., the subsidiary of
China Ceetop.com, Inc., entered into a Capital Investment and
Share Expansion Agreement with Hangzhou Ruanjing Information
Technology Co., Ltd.  Hangzhou, located in Hangzhou, Zhejiang
Province, China, is an enterprise focusing on e-commerce, supply
chain information systems development, maintenance and support.
Pursuant to the Agreement, in exchange for 8,500,000 yuan, Guizhou
acquired 42.5 percent of the equity in Hangzhou.

On Sept. 12, 2013, the Company filed with the State of Oregon an
amendment to its Articles of Incorporation to change the name of
the Company to Ceetop, Inc.

                      About China Ceetop.com

Shenzhen, China-based China Ceetop.com, Inc., is an Oregon-
registered corporation.  Before 2013 the company owned and
operated the online retail platform, http://www.ceetop.com/
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on Business to Business "B to B" supply
chain management and related value-added services among
enterprises.

The Company' balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CHRYSLER GROUP: Fiat's Marchionne Turns to Union Ally Bloom
-----------------------------------------------------------
Sharon Terlep, writing for The Wall Street Journal, reported that
Fiat SpA Chief Executive Sergio Marchionne has tapped a longtime
union ally who helped engineer the Obama administration's auto-
industry bailout to aid Fiat in its battle with the United Auto
Workers over the future of Chrysler Group LLC.

According to the report, Ron Bloom, the former U.S. auto czar who
is a vice chairman at Lazard, has been serving as an adviser for
Mr. Marchionne in efforts to get the lowest price possible for the
UAW's stake in Chrysler, according to people familiar with the
discussions.

Mr. Marchionne, who also leads Chrysler, wants to own Chrysler
outright and merge the two companies into a single, global auto
maker, the report related.  To do that, Fiat needs to acquire
shares held by the health-care trust affiliated with the UAW. That
Voluntary Employee Benefits Association, or VEBA, trust, took a
minority stake in Chrysler as part of the auto maker's 2009
government-led bankruptcy restructuring.

The two have been haggling over the price of the shares for more
than a year, the report said.  If they can't agree, the UAW would
sell its shares in an initial public offering, a scenario Mr.
Marchionne hopes to avoid by buying out the union trust's holdings
in a private deal. Paperwork for such an offering is expected to
be filed soon.

J.P. Morgan Chase & Co. has been tapped to lead an initial public
offering of Chrysler if Fiat and the union fail to reach a deal on
price and one becomes necessary, people familiar with that
decision said, the report further related.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


CHRYSLER LLC: Files for IPO to Break Fiat-UAW Impasse on Value
--------------------------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reports
that Chrysler Group LLC on Sept. 23 filed for an initial public
offering, a move forced by the failure of the auto maker's Italian
majority owner, Fiat SpA, and its main union, the United Auto
Workers union health trust, to agree on the company's value.

Fiat SpA owns 58.5% of Chrysler.  The United Auto Workers union
health trust holds a 41.5% stake.

According to WSJ, Fiat doesn't want a share sale and is eager to
own the company outright.  The UAW meanwhile has demanded that its
shares be offered to the public after negotiations to sell them to
Fiat stalled.

According to WSJ, Chrysler warned in Monday's filing that if Fiat
can't get control, Fiat could turn its back on Chrysler, unwinding
a deal that was a centerpiece of the Obama administration's 2009
auto industry rescue.

WSJ notes analysts and others familiar with the situation say Fiat
will likely now redouble efforts to reach a private deal with the
UAW.  Analysts estimate Chrysler could be worth between $10
billion and $11 billion, depending upon market conditions.

An IPO, the report notes, follows General Motors Co.'s record-
breaking offering in November 2010, which at $23.1 billion was the
world's largest at the time.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.


CNO FINANCIAL: Fitch Affirms B+ Unsecured Convertible Notes Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings assigned to CNO Financial
Group, Inc.'s insurance subsidiaries and debt issues. The Rating
Outlook is Stable.

Key Rating Drivers

The affirmation of all ratings reflects Fitch's view that the
company's balance sheet fundamentals and operating performance
through the first half of 2013 remain in line with expectations.

The Stable Outlook is driven by Fitch's expectations of continued
sustainable solid core operating and investment performance for
2013. Fitch believes that the pressure on profitability and
capital driven by an extended low interest rate scenario and
future investment losses is manageable in the context of the
company's capital position and improved financial flexibility.

CNO Financial's pre-tax operating earnings for the first six
months of 2013 increased 20.5% to $182 million versus the same
period for 2012. Pre-tax operating earnings are adjusted for the
impact of losses on extinguishment of debt, changes in its
deferred tax valuation allowance, equity in earnings of certain
non-strategic investments, earning attributable to non-controlling
interests and the fair value of embedded derivatives. Net income
declined to $89 million for the first six months of 2013 from $125
million for the prior year period, negatively affected by $64
million loss on extinguishment of debt. Investment related
performance is steady and credit related impairments have been
minimal in 2013.

CNO Financial reported strong first half 2013 statutory results
and profitability measures. Net income increased to $228.4 million
versus $198.1 million in the prior period and operating return on
total adjusted capital (TAC) improved to 23% vs. 21% respectively.
Total adjusted capital increased 4.6% to $1.9 billion through the
first six months of 2013.

CNO's reported consolidated RBC ratio improved to 376% at June 30,
2013 from 367% at year-end 2012. While the company's capital
profile is at the upper end of the range of companies in its
current rating level, Fitch believes CNO requires more capital
than an insurer whose liabilities are more heavily weighted toward
traditional life products. The company consolidated RBC target is
350%. Operating leverage declined to 12.8.0x at June 30, 2013 from
13.2x at year-end 2012. Fitch believes the company will continue
to make incremental improvements in capital as it generates good
statutory earnings.

Fitch considers CNO's financial leverage and total financing and
commitment (TFC) ratios to be moderate. CNO's financial leverage
declined modestly to 19% for June 30, 2013 from 21% at Dec. 31,
2012. Leverage has decreased since year-end 2012 due mainly to the
repurchase of debt. Financial leverage was favorably affected in
the third quarter of 2013 by the conversion of $25.7 million of
the $29.2 million of 7% senior convertible debentures due 2016 to
approximately 4.7 million common shares. The company's total
financings and commitments (TFC) ratio is slightly above average
at 0.72 at June 30, 2013. Most of the TFC is derived from CNO
Financial's use of $1.85 billion in Federal Home Loan Bank
borrowing to generate investment income from a spread income
program.

Fitch views CNO's debt service capabilities to be adequate as GAAP
interest coverage improved to 5.6x through the first six months of
2013 versus 2.1x for full year 2012. Fixed charge coverage
benefited from reduced interest expense and improving
profitability. Coverage for both periods was negatively affected
by charges for the extinguishment of debt. Fitch expects interest
coverage to remain above 5x excluding unusual items.

Rating Sensitivies:

Key rating triggers that could lead to an upgrade include:

-- Continued generation of stable earnings free of significant
   special charges;

-- Expansion of margin versus existing covenant requirements;

-- GAAP interest coverage ratio and NAIC risk based capital (RBC)
   above 6x and 350%, respectively.

Key rating triggers that could lead to a downgrade include:

-- Combined NAIC RBC ratio less than 300% and operating leverage
   above 20x;

-- Deterioration in operating results;

-- Significant increase in credit-related impairments;

-- Financial leverage above 30% and TFC ratio above 0.65x.

Fitch expects that over the next few years, CNO Financial will
attempt to migrate its capital structure away from secured debt to
unsecured senior debt. During this transition, the mix of secured
versus unsecured debt may fluctuate. Fitch does not expect to
change its current notching of CNO Financial's secured and
unsecured debt relative to the Issuer Default Rating (IDR) in
reaction to such fluctuations in the secured and unsecured mix.
Currently, CNO's secured debt benefits by one notch, and the
unsecured debt is lower by one notch, compared to how Fitch would
traditionally rate unsecured senior debt when there is no secured
debt in the capital structure.

At the end of this transition, Fitch will revisit its debt issue
notching. In addition, Fitch does not anticipate any further
changes in CNO Financial's IDR based on changes in the company's
mix of secured and unsecured debt outstanding.

Fitch has affirmed the following ratings:

CNO Financial Group, Inc.

-- IDR at 'BB'

-- $293 million 7% senior unsecured convertible note ($29.2
    million outstanding at June 30, 2013) due Dec. 30, 2016 at
    'B+';

-- Senior secured bank credit facility (Tranches of $250 million
    and $425 million due Sept. 30, 2016 and 2018, respectively) at
    'BB';

-- $275 million senior secured note 6.375% due Oct. 1, 2020 at
    'BB'.

Bankers Life and Casualty Company
Bankers Conseco Life Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

-- Insurer Financial Strength (IFS) at 'BBB'.

Conseco Life Insurance Company

-- IFS at 'BB+'.

The Rating Outlook for all the above ratings is Stable.


CODA HOLDINGS: Disclosure Statement Hearing Resumes Tuesday
-----------------------------------------------------------
Adoc Holdings Inc. et al., formerly known as Coda Holdings Inc.,
will return to the Bankruptcy Court in Wilmington, Delaware,
today, Sept. 24, 2013, for the hearing to approve the disclosure
statement explaining the Debtors' plan of liquidation.  The Plan
was filed Aug. 2.  The hearing was originally scheduled for
Sept. 9, but was adjourned to Tuesday afternoon at 2:00 p.m.

As reported by the Troubled Company Reporter on Aug. 22, 2013,
Coda's Plan contemplates the establishment of a liquidation trust
to liquidate the Debtors' assets, including certain Causes of
Action.  It also provides for the treatment of claims against and
equity interests in the Debtors.

Counsel to the Debtors, Jeffrey M. Schlerf, Esq., of Fox
Rothshild, LLP, reveals that the Plan is the product of
negotiations between the Debtors, the Official Committee of
Unsecured Creditors and secured parties to maximize recoveries to
the Debtors' creditors and provide for a fair allocation of the
Debtors' remaining Assets as a consequence of the asset sale
transaction with the DIP Lenders, as stalking horse bidder.

A Plan Settlement provides that the Stalking Horse Bidder acquired
certain of the Debtors' assets for $25 million, $1.7 million of
which was paid in cash with the remainder received in the form of
a credit bid of the entire DIP Facility and a portion of the
Priority Enhanced Notes.  In addition, the full $5 million of
availability under the DIP Facility was made available to fund the
administrative expenses of the Estates as the Debtors pursued
confirmation of a liquidation plan that conformed to the terms of
the Plan Settlement.

Under the Plan, Class 1 Priority Claims and Class 2 Other Secured
Claims will be paid in full.  Class 3 Deficiency Claims will
receive their pro rata share of the Lender Beneficial Interests
and will receive Liquidating Trust distributions.  Class 4 General
Unsecured Claims will also receive their pro rata share of the GUC
Beneficial Interests.  Class 5 Electing WARN Claims, to the extent
not yet satisfied, will receive an appropriate distribution.
Class 6 Equity Interests will be cancelled on the Effective Date.
Class 7 Subordinated Claims will not receive any Liquidating Trust
distribution.

Full-text copies of the Plan and Disclosure Statement dated
Aug. 2, 2013 are available for free at:

    http://bankrupt.com/misc/CODAHOLDINGS_PlanDSAug2.pdf

Co-counsel for the Creditors' Committee are Brown Rudnick LLP,
Seven Times Square, New Yok, New York 10036, Attn: William R.
Baldiga, Esq.; and Morris Nichols Arhst & Tunnell, LLP, 1201 North
Market Street, Suite 1600, P.O. Box 1347, Wilmington, Delaware
19899, Attn: Gregory W. Werkheiser, Esq.

Counsel to certain lenders are Sidley Austin LLP, 555 West 5th
Street, Suite 4000, Los Angeles, California 90013, Attn: Jeremy E.
Rosenthal, Esq.; and DLA Piper LLP (US), 2000 University
Boulevard, East Palo Alto, California 94303, Attn: Bradley J.
Gersich.

Counsel to the Office of the U.S. Trustee, District of Delaware,
J. Caleb Boggs Federal Building, 844 King Street, Suite 2207,
Wilmington, Delaware 19801, Attn: David Buchbinder, Esq.

                       About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


COMMERCIAL MORTGAGE: Trial Against Former CEO Began Monday
----------------------------------------------------------
Alex Gary, writing for Rockford Register Star reports that the
federal trial of Anthony D'Agostino, former CEO of Commercial
Mortgage & Finance, who is charged with operating a Ponzi scheme
that cost investors at least $20 million in losses, is scheduled
to begin at 9 a.m. Monday, Sept. 23.  He was charged in December
with 17 counts of mail fraud, one count of wire fraud and one
count of securities fraud.

Commercial Mortgage & Finance, founded in 1929, collapsed in
October 2008; it had 1,400 investors who were owed more than $63
million.

According to the report, U.S. Magistrate Judge Fred Kapala is
hearing the case.  He asked that opening statements be submitted
in advance so the prosecution may begin calling witnesses Monday.

Chicago lawyer Scott R. Lassar, Esq., is representing Mr.
D'Agostino.

Bradley Koch, Esq., a lawyer for Holmstrom & Kennedy who is
representing Commercial Mortgage & Finance's creditors in
bankruptcy court, said the government has been able to recover and
return 20 to 25 percent of the $63 million owed.

                  About Commercial Mortgage

Rockford, Illinois-based Commercial Mortgage & Finance Co. offers
promissory notes to customers on a nine- or 12-month term as an
investment opportunity.  The company filed for Chapter 11
protection on Oct. 7, 2008.  Gregory J. Jordan, Esq., at
Polsinelli Shalton Flanigan Suelthaus PC, represents the Debtor in
its restructuring effort.  The company estimated both assets and
debts below $50,000.


CONSOLIDATED CAPITAL: To Sell Highcrest for $20.2 Million
---------------------------------------------------------
Consolidated Capital Institutional Properties/2, LP, and Laramar
Kona Real Estate Associates, LLC, entered into a First Amendment
to the Purchase and Sale Contract, pursuant to which the Company
will sell Highcrest for a total sales price of $20,175,000.

Consolidated Capital owns a 100 percent interest in CCIP/2
Highcrest, L.L.C.  The Company owns Highcrest Townhomes, a 176-
unit apartment complex located in Woodridge, Illinois.

In accordance with the amendment, (i) the Purchaser will have the
option to extend the closing date from Oct. 14, 2013, to Nov. 14,
2013, by providing written notice to the Company by Oct. 7, 2013,
and (ii) deliver an additional deposit of $250,000 to the escrow
agent, which will be treated as a part of the deposit under the
Purchase Agreement.

A copy of the Amended Agreement is available for free at:

                        http://is.gd/T3pMXo

Greenville, South Carolina-based Consolidated Capital
Institutional Properties/2, LP's investment property consists of
one apartment complex in Wood Ridge, Illinois.  The general
partner of the Partnership is ConCap Equities, Inc.

The Partnership's balance sheet at June 30, 2013, showed
$8.75 million in total assets, $11.59 million in total
liabilities, and a partners' deficit of $2.84 million.


COPYTELE INC: Amends July 31 Quarter Form 10-Q
----------------------------------------------
Copytele, Inc., has amended its quarterly report on Form 10-Q for
the period ended July 31, 2013, to furnish the Interactive Data
File exhibits required by Item 601(b)(101) of Regulation S-K.  No
other changes have been made to the Form 10-Q and this amendment
has not been updated to reflect events occurring subsequent to the
filing of the Form 10-Q.  A copy of the Form 10-Q/A is available
for free at http://is.gd/TcXhBx

                           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.  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.

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.


DAMES POINT: Parties Dispute "Bad Faith" Plan Filing
----------------------------------------------------
Debtor Dames Point Holdings, LLC, f/k/a B & B Properties, objects
to P&B Marina Development, LLC's Plan of Reorganization for the
Debtor, saying the Plan was filed in bad faith.

P&B, which was formed by Philip D. Tingle on Sept. 28, 2008, owns
a 40% interest in the Debtor; while Dames Point Marina, Inc.
("DPM"), which was formed by William F. Shafnacker on Feb. 19,
2008, owns a 60% interest.

The Debtor says in papers filed with the Court on Sept. 12, 2013,
that:

   -- Mr. Tingle & P&B continue to represent themselves
inaccurately as "creditors."

   -- P&B purposely delayed court ordered mediation and then
intentionally filed a plan of reorganization in bad faith prior to
mediation.

   -- P&B's plan of reorganization converts the Chapter 11 case
into a Chapter 7 by immediately liquidating the land and Marina.

   -- P&B's plan of reorganization asks for a 95/5% split
increasing its ownership 55% for investing a small amount of
money.

   -- P&B's plan of reorganization requests $50,000 for legal fees
to be paid to the minority debtor's counsel and only $3,500 for
fees to be paid to the majority owner's counsel, despite being the
Debtor's counsel.

   -- P&B is essentially raiding its own corporation after acting
in bad faith allowing a tax issue to increase over 10 fold from
$12,189.67 to over $140,000 over the course of five (5) years.

   -- P&B is using its legal knowledge and financial resources to
act adversely to the Debtor when in fact they are co-debtors.

The objection to P&B's Plan was submitted by:

         Gust G. Sarris, Esq.
         AFFINITY LAW FIRM, p.l.
         11718 Alexander Court
         Jacksonville, FL 32225
         Tel: (904) 398-9510
         Fax: (904) 398-9512

                          P&B's Response

According to P&B, the Debtor objects solely on the ground that
P&B's Plan was not filed in good faith.  "Debtor does so without
filing a ballot voting for or against the Plan and without filing
a plan during its exclusivity period or through the date of this
response.  P&B, however, has not acted in bad faith, but been left
with no choice but to advance a plan.  It has done so in good
faith.  In fact, none of Debtor's allegations, even if true,
demonstrate bad faith.  As such, this Court should confirm the
Plan, P&B avers.

A copy of P&B's response is available at:

       http://bankrupt.com/misc/damespoint.doc137.pdf

                        The Chapter 11 Plan

As reported in the TCR on Sept. 4, 2013, the U.S. Bankruptcy Court
for the Middle District of Florida entered on Aug. 14, 2013, an
order conditionally approving the disclosure statement explaining
P&B Marina Development, LLC's Plan of Reorganization for Dames
Point Holdings, LLC, dated Aug. 6, 2013.  The proponent is an
unsecured creditor and partial owner of Debtor.

According to P&B Marina's disclosure statement, proponent will
contribute substantial new equity capital to the Debtor,
subordinate to the Debtor's creditors, and the Debtor's ownership
structure will be correspondingly restructured.  The proponent
will assume management of Post-Confirmation Debtor, cease current
active marina operations, and use the new equity contributions to
effectuate a deliberate, marketed sale of the Debtor's assets,
allowing for flexibility to also assess the appropriate market
conditions to effectuate a sale or multiple sales.

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

                  About Dames Point Holdings, LLC

P&B Marina Development, LLC filed an involuntary Chapter 11 case
against Jacksonville, Florida-based Dames Point Holdings, LLC
(Bankr. M.D. Fla. Case No. 13-00501) on Jan. 29, 2013.  Scott A.
Underwood, Esq., at Fowler White Boggs, P.A. represented the
petitioners.

On March 12, 2013, the Court entered an order vacating the
Feb. 28, 2013 order for relief in involuntary Chapter 11 case.

The Court has consolidated the involuntary Chapter 11 case for all
purposes with the voluntary case of William F. Shafnacker.

Gust G. Sarris, Esq., represents the Debtor in its restructuring
effort.

The U.S. Trustee for Region 21 has informed the Bankruptcy Court
that until further notice, it will not appoint a committee of
creditors in the Chapter 11 case of Dames Point Holdings because
of an insufficient number of unsecured creditors willing or able
to serve on an unsecured creditors committee.


DEL MONTE: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------
Fitch Ratings has affirmed Del Monte Corporation's ratings as
follows:

-- Long-term Issuer Default Rating (IDR) at 'B';
-- $750 million asset-based loan (ABL) revolver at 'BB/RR1';
-- $2.6 billion secured term loan B at 'BB-/RR2';
-- $1.3 billion unsecured notes at 'CCC+/RR6'.

The Rating Outlook has been revised to Stable from Negative. At
July 28, 2013, Del Monte had approximately $3.9 billion of total
debt.

Key Rating Drivers:

Leverage Improvement in 2014:
Del Monte's 'B' IDR and Stable Outlook reflect that the company
has shown modest deleveraging in fiscal 2014 with moderation in
commodity costs, price realization and the $74.5 million excess
cash flow payment made in June 2013. Per Fitch, total debt-to-
operating EBITDA was 6.5 times (x), operating EBITDA-to-gross
interest expense was 2.4x, and funds from operations (FFO) fixed
charge coverage was 1.8x for the latest 12 month (LTM) period
ended July 28, 2013. This improvement is balanced with the fact
that Del Monte's deleveraging is taking longer than Fitch had
anticipated at the time of the $5.3 billion March 8, 2011
leveraged buyout (LBO). Per Fitch, total debt to EBITDA was nearly
7x in fiscal 2013, driven by Del Monte's $100 million term loan
increase offsetting its $91.1 million mandatory term loan
repayment.

Meaningful FCF:
Fitch believes Del Monte can generate over $150 million of free
cash flow (FCF) per year, after producing an average of nearly
$190 million annually during the past 10 years. Despite higher
costs for marketing initiatives to re-launch the Del Monte brand
and Del Monte's hefty interest expense payments, cost-reduction
efforts and higher operating earnings are expected to support cash
flow. LTM FCF was $142.3 million. Del Monte generates most of its
FCF during the second half of its fiscal year because of seasonal
working capital requirements.

Well Known Brands
Del Monte's ratings reflect the company's high financial leverage,
good cash flow generation, ample liquidity, and competitive market
position. Del Monte has well-known brands, many of which hold No.
1 and No. 2 market share positions, in categories facing favorable
demographic trends. Pet food/snacks is benefiting from significant
household dog and cat ownership while processed produce is
supported by growing demand for healthier food. Del Monte is
committed to driving innovation and investing behind its brands,
which in addition to namesake Del Monte include Milk-Bone, Meow
Mix, 9 Lives, Kibbles 'n Bits, Milo's Kitchen, Contadina and
College Inn.

Shift Toward Higher Margin Pet:
The Pet Products segment has increased to 52% of sales in fiscal
2013, up from 46% in 2009. Del Monte's profitability benefits from
the diversification provided by its high-margin pet food business.
Fitch is concerned about declining profitability in Consumer
Products, which includes processed produce and broth, but views
the offset by Pet Products favorably. Fitch expects innovation,
price realization and the shift to Pet Products to support mid-
teens EBITDA margins over the long term.

Liquidity, Refinancing Risk:
Although leverage is high, liquidity is adequate and Del Monte
does not have refinancing risk over the intermediate term. Del
Monte's $624 million liquidity at July 28, 2013 is down from more
than $700 million of liquidity maintained since its LBO. The
company used cash on hand for its $337.5 million net acquisition
price of Natural Balance Pet Foods in July 2013.

The company's asset-based loan (ABL) revolver expires March 2016,
$2.6 billion of term loans mature March 2018, and $1.3 billion of
7.625% notes are due in February 2019. Annual term loan
amortization payments of $26.4 million are due in fiscal 2015
through fiscal 2017. The company is subject to mandatory term loan
debt prepayment with up to 50% of excess cash flow, as defined by
the company's credit agreement. The requirement steps down to 25%
if leverage is less than or equal to 5.5x or 0% if leverage is
less than or equal to 4.5x.

Recovery and Covenants:
Del Monte's ABL revolver has a first-priority lien on accounts
receivable, inventory and cash (ABL Priority Collateral) which are
more liquid assets. The ABL revolver has a second-priority lien on
substantially all of Del Monte's other assets. The company's
secured term loan has a first-priority lien on substantially all
other assets and a second-priority lien on ABL Priority
Collateral. Fitch's recovery analysis assumes revolver capacity,
based on a historical average of a company's ABL borrowing base,
would be fully drawn if a company was in distress. All of Del
Monte's debt is guaranteed by domestic operating subsidiaries. The
ABL facility is bound by a springing fixed-charge coverage ratio
of 1.0x. Del Monte is not subject to a maximum leverage or minimum
EBITDA covenant. Material divestitures would result in mandatory
prepayment of debt, per Del Monte's debt agreements, and could
affect recovery.

The 'RR1' Recovery Rating on Del Monte's ABL revolver indicates
that Fitch views recovery prospects on these obligations as
outstanding at 91% or better. The 'RR2' rating on the secured term
loan reflects Fitch's opinion that recovery would be superior in
the 71% - 90% range. The 'RR6' rating on Del Monte's 7.625% notes
reflects Fitch's opinion that recovery for unsecured bondholders
could be poor at 10% or less if there were a restructuring event.

Recent Operating Performance:
Del Monte's fiscal first quarter sales rose 0.3% to $823.9 million
from the prior year period. Net higher pricing in Pet Products
drove the increase, offset by lower sales of existing products in
both segments. The Natural Balance Pet acquisition also
contributed $12 million of sales in approximately the last two
weeks of the quarter. Operating income increased 87.3% versus the
year ago period. The improvement resulted from higher pricing,
lower marketing spending and lower costs due to a facility
closure. Fitch expects the operating environment to remain
competitive but Del Monte should benefit from moderation in cost
inflation offset by cogs productivity. Also, the company expects
stronger Pet Products innovation as well as price realization in
the Consumer segment in the second half of fiscal 2014.

Rating Sensitivities

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

Significant margin compression, materially lower than expected
cash flow, or increases in debt such that total debt to operating
EBITDA is sustained above 7.0x, could result in a downgrade.

Large debt-financed acquisitions or dividends paid to Del Monte's
private equity sponsors, particularly during difficult operating
environments, would likely result in a rating downgrade.

A considerable loss of market share, possibly from a widespread
food scare or competitive pricing, would be viewed negatively.

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

Conversely, leverage sustainable below 6.0x due to operating
income growth and debt reduction, as well as continued strong FCF,
could result in an upgrade.


DETROIT, MI: Sewer Funds Possibly at Risk
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's emergency manager said in an examination
under oath that the city theoretically might use money held aside
for water and sewer system improvements to pay creditors.  He also
said the sewer-bond indenture and court rulings may preclude use
of the funds.

According to the report, the manager's deposition was taken by
creditors preparing to challenge the city's eligibility for
Chapter 9 municipal debt adjustment.  The trial is next month.

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Pension Fund Loses $40MM Claim Over CDOs
-----------------------------------------------------
Law360 reported that an arbitration panel on Sept. 18 struck down
a $40 million claim brought by the pension fund for Detroit's
police and firefighters against Citigroup Global Markets Inc. and
Morgan Stanley brokers, finding that the banks didn't mislead the
fund about investing in certain derivatives.

The Police and Fire Retirement System of the City of Detroit lost
its claims over certain collateralized debt obligations, according
to documents filed Wednesday with the Financial Industry
Regulatory Authority.

Reuters reported that the arbitration panel denied fraud claims
against Citigroup Global Markets, Morgan Stanley & Co and others
brought by Detroit's Police and Fire Retirement System, which was
seeking $39.9 million in damages.

According to Reuters, the three-member panel of the Financial
Industry Regulatory Authority, an independent regulator of U.S.
securities firms, denied and dismissed on Sept. 18 all of the
claims the pension fund filed against the banks in May 2010.

The fund accused the banks of fraud and breaching contracts and
their fiduciary duty over their recommendations to invest in
various collateralized debt obligation funds, the report related.
The pension fund, which reported net assets of $2.9 billion at the
end of fiscal 2012, sought $39.9 million in actual and
compensatory damages.

Also named in the complaint were GSC Partners CDO Investors; GSC
CDO Fund, Ltd.; GSCP L.P.; and two employees of Smith Barney and
Morgan Stanley, who the arbitration panel determined did nothing
wrong in their dealings with the pension fund, the report said.

Officials at the pension fund were not immediately available for
comment, the Reuters report further related.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Former U.S. Auto Czar Ron Bloom to Advise Retirees
---------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that Detroit's
retirees have bolstered their defenses against benefit cuts in the
city's bankruptcy case by hiring Ron Bloom, a chief architect of
the Obama administration's 2009 U.S. auto bailout and long-time
adviser to unions in industry shake-ups.

According to the report, Lazard Ltd., where Bloom is now vice
chairman, said it will advise a nine-member committee that
represents 23,500 public sector retirees facing cuts to their
healthcare and pension benefits after Detroit's Chapter 9
Bankruptcy filing on July 18.

Benefits consulting firm The Segal Company was also hired to
assist the committee, two people familiar with the matter said,
declining to be named because the details are confidential, the
report related.

Detroit is the largest city in U.S. history to seek bankruptcy
protection and its emergency manager, Kevyn Orr, has said retiree
benefits could be cut as the city struggles to pare down more than
$18 billion in debt, the report noted.

Roughly half of its liabilities stem from retirement benefits,
including $5.7 billion for healthcare and other obligations, and
$3.5 billion involving pensions, the report said.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEWEY & LEBOEUF: Judge Keeps Suit Against Former Managers in Iowa
-----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that a federal judge rejected a bid by defunct law firm Dewey &
LeBoeuf's former managers to move a lawsuit accusing them of
violating securities laws to New York from Iowa.

                       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.


DIONNE WARWICK: Seeks to Wipe Out $10.2 Million in Taxes
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that singer Dionne Warwick, who filed bankruptcy in March,
sued the Internal Revenue Service and California taxing
authorities for a declaration that $10.2 million in taxes have
been extinguished.

According to the report, Ms. Warwick, whose first major hit was
"Walk on By" in 1964, filed a Chapter 7 bankruptcy petition in
Newark, New Jersey, near her home in South Orange.  In June, she
received a general discharge of her debt.  Taxing authorities
filed claims for tax years between 1990 and 2008, contending the
claims were secured and thus would survive bankruptcy.

The report notes that in her lawsuit, Ms. Warwick, 72, contended
that the tax claims were wiped out by the discharge because the
taxes were assessed more than three years before bankruptcy.  The
tax claims amounted to most of the $10.7 million in claims listed
in her bankruptcy papers.  Ms. Warwick listed assets of $25,500
and monthly income of about $21,000, the largest a $14,000 monthly
pension.  She also receives $2,200 in Social Security.  She listed
monthly expenses that include $9,000 for housekeeping and a
personal assistant.

The case is In re Warwick, 13-bk-15875, U.S. Bankruptcy Court,
District of New Jersey (Newark).


DTS8 COFFEE: To Introduce Don Manuel(R) Coffee in China
-------------------------------------------------------
DTS8 Coffee Company, Ltd., is a sponsor and will introduce the Don
Manuel(R) brand of 100 percent Colombian coffee for sale in the
Shanghai market at the 6th Annual Maple Leaf Ball on Sept. 21,
2013, hosted by the Canadian Chamber of Commerce at the Grand
Hyatt hotel in Shanghai, China.

Andrew Gordon, president and CEO of Coffee Holding Company, Inc.,
said, "We are excited about this opportunity to partner with DTS8
Coffee in expanding our Don Manuel 100% Colombian coffee into the
developing coffee markets of the Pacific Rim.  We believe that
through DTS8 Coffee's innate experience in these markets they will
be able to introduce this premium coffee to a host of new coffee
drinkers which will, in the long run, create an enormous loyal
customer base for our brand."

Don Manuel(R) coffee is artisan roasted by DTS8 under strict
standards, ensuring that every cup offers a rich, full bodied
coffee with chocolate flavours, sweet-toned syrupy notes, and a
smooth, clean finish.

Sean Tan, CEO of DTS8 stated, "China is an emerging market for
gourmet coffee and demand is growing.  Increasing disposable
income among the young urban population and adoption of the
affluent lifestyle, are key drivers behind the growing demand for
premium fresh roasted coffees like Don Manuel(R), an upscale
quality product in United States."

DTS8 holds an exclusive license from Coffee Holdings Co. Ltd.,
(JVA), to roast, market, and sell this legendary 100 percent
Colombian Arabica coffee in China, as well as in Taiwan, Hong
Kong, Macau, Malaysia, Singapore, Brunei, Thailand, Vietnam,
Cambodia, Laos, Philippines, Myanmar, Indonesia and East Timor.

                        About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

As of April 30, 2013, the Company had $4.60 million in total
assets, $755,882 in total liabilities and $3.84 million in total
shareholders' equity.

Malone & Bailey, PC, 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
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.


DUMA ENERGY: Steven Carter Quits as Director
--------------------------------------------
The board of directors of Duma Energy Corp. accepted the
resignation of Steven Carter as a director of the board of
directors of the Company, effective as of Sept. 17, 2013.

As a result, the Company's current directors and Executive
Officers are as follows:

Name                    Position
----                    --------
Jeremy Glenn Driver     President, Chief Executive Officer,
                         Chairman and a director

John E. Brewster, Jr.   Director

Leonard Garcia          Director

Chris Herndon           Director

Sarah Berel-Harrop      Secretary, Treasurer and Chief Financial
                         Officer

On Sept. 17, 2013, the board of directors of the Company approved
an amendment and restatement of the Company's Bylaws in their
entirety, effective as of that date.  The only substantive change
to the Company's Bylaws is that a new Article II, Section 14 was
added as follows:

     "ACTION WITHOUT MEETING.  No action shall be taken by the
      stockholders except at an annual or special meeting of
      stockholders called in accordance with these Bylaws, or by
      the unanimous written consent of the stockholders in
      accordance with Chapter 78 of the Nevada Revised Statutes."

Previously, the Company's Bylaws did not provide requirements for
action by stockholders without a meeting.  Under Nevada corporate
law, unless otherwise provided in a company's articles of
incorporation or bylaws, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a
meeting if, before or after the action, a written consent thereto
is signed by stockholders holding at least a majority of the
voting power.

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


EARL SIMMONS: Rapper DMX Running Low on Cash
--------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that in a real-life situation that sounds more like a tired old
country song than the latest hip-hop single, rapper DMX has $50 in
his pockets and nothing in the bank.

According to the report, new court filings in the bankruptcy case
of Earl Simmons, aka DMX, show the rapper has little to report in
the way of assets as well as expenses that exceed his monthly
income.

One of the top-selling hip-hop artists ever, DMX now says he's
down to $50 cash on hand, the report related.  Not only does he
report, under penalty of perjury, that he has zero dollars in the
bank, but he also denies having any personal property of value --
no electronic equipment, no jewelry, no clothes and no cars.

Besides the $50 cash, DMX says the rest of the $1.4 million in
assets to his name are tied to pending litigation and other
claims, the report related.

The rapper's debts include more than $1 million in unpaid
domestic-support obligations that, as Bankruptcy Beat readers will
recall, precipitated his Chapter 11 bankruptcy filing in July, as
well as more than $453,000 owed on a mortgage to a property in
Mount Kisco, N.Y., the report further related.  His unsecured
creditors are owed another $479,000.

The case is In re Earl Simmons, Case No. 13-23254 (Bankr.
S.D.N.Y.).  The Chapter 11 Petition was filed July 29, 2013.


EASTMAN KODAK: Contrarian Amends Report on Shares Ownership
-----------------------------------------------------------
Contrarian Capital Management, L.L.C., and Contrarian Capital Fund
I, L.P., filed with the U.S. Securities and Exchange Commission an
amended Scheduled 13G to correct a clerical error relating to the
beneficial ownership of common stock of Eastman Kodak Company
reported on the Schedule 13G dated Sept. 13, 2013.  The amended
Schedule reflects that Contrarian Capital Fund I, L.P., held
2,576,793 common shares or 7.2 percent equity stake as of Sept. 3,
2013, not 2,289,933 shares as originally reported.

The Contrarian Capital Management beneficially owned 4,330,835
shares of common stock of Eastman Kodak Company representing 12.1
percent of the shares outstanding as of Sept. 3, 2013.

A copy of the regulatory filing is available for free at:

                        http://is.gd/m7deJ1

                        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.

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.

Eastman Kodak emerged from bankruptcy after its First Amended
Joint Chapter 11 Plan of Reorganization became effective on Sept.
3, 2013.

Kodak reorganized the business by keeping its commercial printing
business and selling various assets.  Kodak completed the $527
million sale of digital-imaging technology in February 2013.
Kodak also spun off its personalized imaging and document
Imaging businesses to Kodak Pension Plan, a longstanding pension
plan of Kodak's U.K. subsidiary.

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.


ECOSPHERE TECHNOLOGIES: Files Pro Forma Financial Statements
------------------------------------------------------------
Ecosphere Technologies, Inc., on May 24, 2013, sold 12 percent of
Fidelity National Environmental Solutions, LLC, formerly Ecosphere
Energy Services, LLC, to Fidelity National Financial, Inc., an
existing EES member, for $6 million under a Unit Purchase
Agreement.  In consideration for facilitating the transaction, ETI
transferred an additional 1.5 percent interest of FNES to an
existing EES member.  As a result, ETI and FNF now own 39 percent
and 31 percent of FNES, respectively.  Additionally, for a 90-day
period, FNF was granted an option to purchase an additional 8% of
FNES from ETI for $4 million.  FNF exercised this option on
July 31, 2013.   In 2012, FNES unaudited revenues and net income
were approximately $11.7 and $3.8 million, respectively.

ETI and FNES also entered into a Master Manufacturing Agreement
which provides for ETI to be the exclusive manufacturer of all
equipment and products for FNES that use ETI's water treatment
technologies, for energy applications as required by FNES for a
two-year period.  ETI and the other EES members also entered into
a Second Amended and Restated Limited liability Company Agreement.

Effective May 24, 2013, ETI will account for its investment in
FNES using the equity method of accounting.

The Company filed with the U.S. Securities and Exchange Commission
pro-forma presentations that reflect ETI's condensed balance sheet
for the three months ended March 31, 2013, as if the FNF
transaction and corresponding deconsolidation and equity method
accounting occurred on March 31, 2013.  The Company also filed a
pro-forma presentation which reflects ETI's pro forma condensed
statement of operations for the year ended Dec. 31, 2012, and for
the three months ended March 31, 2013, as if the FNF transaction
and corresponding deconsolidation and equity method accounting
occurred at the beginning of each period.

A copy of the Form 8-K Report is available for free at:

                       http://is.gd/VKiIRv

                    About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at March 31, 2013, showed $9.66
million in total assets, $6.45 million in total liabilities, $3.65
million in total redeemabable convertible cumulative preferred
sotck, and a $453,324 total deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


ECOTALITY INC: Asset Sale, Ch. 11 Financing Get Green Light
-----------------------------------------------------------
Law360 reported that Ecotality Inc., a U.S.-backed maker of
electric-car charging stations, on Sept. 19 received approval from
an Arizona bankruptcy judge to sell off its assets at an auction
next month and to obtain $1.25 million in debtor-in-possession
financing.

According to the report, U.S. Bankruptcy Judge Randolph J. Haines
set an auction date for Oct. 8, and gave the green car services
company leave to enter into deals with one or more stalking horse
bidders by Sept. 30.

San Francisco-based Ecotality plans to unload all of its assets at
the sale, including equipment, the report related.

Ecotality Inc., a developer of charging systems for electric
vehicles, filed a petition for Chapter 11 protection on Sept. 16
(Case No. 13-16126, Bankr. D. Ariz.), and wants the bankruptcy
judge in Phoenix to sell the business at auction on Oct. 9.  The
case is assigned to Chief Judge Randolph J. Haines.

The Debtors' lead counsel are Charles R. Gibbs, Esq., at AKIN GUMP
STRAUSS HAUER & FELD LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at AKIN GUMP STRAUSS HAUER & FELD
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at PARKER SCHWARTZ, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is KURTZMAN CARSON
CONSULTANTS LLC.


EDENOR SA: Board Approves Pampa's Change of Payment Proposal
------------------------------------------------------------
Edenor disclosed in a regulatory filing with the U.S. Securities
and Exchange Commission that at the meeting held on September 17,
the Company's Board of Directors resolved to accept the proposal
received on Sept. 5, 2013, from Pampa Energia S.A. in connection
with the sale of Emdersa Generacion Salta S.A. (EGSSA) made in
October, 2011.  Said proposal includes a change in the means of
payment of the price balance.

Also at the meeting, the Company's Board of Directors approved the
delivery to Energia Riojana S.A. (ERSA), in its capacity as
purchaser and assignee, and to the Government of the Province of
La Rioja, in its capacity as the purchaser's controlling
shareholder, an irrevocable offer to (i) sell EDENOR's indirect
shareholding in Empresa Distribuidora Electrica Regional S.A.
(EMDERSA), which is Empresa Distribuidora de Electricidad de La
Rioja (EDELAR)'s parent company, and (ii) assign for a valuable
consideration certain EDENOR's receivables in relation to EMDERSA
and EDELAR.  The effective term of this offer is 10 business days
as from its date of receipt by the intended addressee.

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended  Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.

The Company's balance sheet at June 30, 2013, showed Ps.7.21
billion in total assets, Ps.5.47 billion in total liabilities and
Ps.1.74 billion in total equity.


ELBIT IMAGING: Asks Court to Approve Adjusted Plan of Arrangement
-----------------------------------------------------------------
Elbit Imaging Ltd. submitted to Court a motion to approve an
adjusted plan of arrangement of its unsecured financial debt.

The material adjustments to the Original Arrangement set forth in
the Adjusted Arrangement include but are not limited to the
following:

New Notes

The aggregate principal amount of the two series of new notes that
will be issued pursuant to the Adjusted Arrangement will be
increased from NIS 570 million (approximately $161.15 million) to
NIS 666 million (approximately $188.30 million).  The principal
amount of the first series of new notes will be increased to NIS
448 million (approximately $126.66 million), repayable in a single
payment at the end of four and half years from the date of
issuance thereof (rather than at the end of six years as provided
in the Original Arrangement).  The principal amount of the second
series of new notes will be increased to NIS 218 million
(approximately $61.63 million), repayable in a single payment at
the end of six years from the date of issuance thereof (rather
than at the end of eight years as provided in the Original
Arrangement).

Both series of the new notes will bear interest at the rate of 6
percent per annum but notwithstanding the provisions of the
Original Arrangement, each of the two series of the new notes will
be linked to the consumer price index.

Articles of Association

Pursuant to the terms of the Adjusted Arrangement, the Company
will amend its Articles of Association such that it will include
the following Article:

61. Special Tender Offer

In the event a person is required to conduct a "Special Tender
Offer" pursuant to the provisions of Part 8, Chapter 2 of the
Companies Law as a result of an acquisition of Ordinary Shares
that will cause that person to become a holder of 25 percent or
more of the voting rights at a general meeting of shareholders (a
"baal dvukat shlita"), that person will offer to acquire Ordinary
Shares representing at least 10 percent of the voting rights in
the Company in that Special Tender Offer, provided, however, that
the minimum required to be acquired pursuant to Section 332 of the
Companies Law (currently 5 percent) will remain unchanged. To
remove doubt, if offerees holding more than 5 percent of the
voting rights in the Company accepted the Special Tender Offer,
the Offeror shall be obligated to purchase from such offerees the
lower of (i) the number of Ordinary Shares representing the amount
of the voting rights in the Company for which the Offeror
tendered, or (ii) the number of Ordinary Shares with respect to
which offerees have accepted the Special Tender Offer.

62. Special Approval for New Fields of Business

Notwithstanding Article 32(b) above, a decision by the Company to
engage in a new field of business which is material to the
Company, in which neither the Company nor any of its subsidiaries
is engaged and which new field of business is not complementary to
the business of the Company or its subsidiaries, will require the
unanimous approval of all of the members of the Company's board of
directors present and lawfully entitled to vote at the relevant
meeting.

Management Compensation

Pursuant to the terms of the Adjusted Arrangement, the provisions
referring to Management Compensation will be deleted in their
entirety.

Conditions Precedent

The Adjusted Arrangement includes an additional condition
precedent to the consummation of the plan, pursuant to which the
Company and Bank Hapoalim B.M. will have reached an agreement or a
Court order will have been issued, pursuant to either of which,
for so long as (i) the Company is paying all amounts due in
accordance with the payment schedule under the existing agreements
between the Company and its subsidiaries and the Bank, and (ii)
the Company will have paid within seven days from the closing of
the Adjusted Arrangement all amounts in arrears under such
original payment schedule that should have been paid to the Bank
until such date, if any, then the Bank will not be entitled to
demand immediate repayment of the entire amounts owed by the
Company and its subsidiaries to the Bank.  As an alternative
condition, the Bank and the Company will have entered into any
other agreement with respect to the Company's loan agreement with
the Bank, subject to the approval of the Company's unsecured
financial creditors by a simple majority of the Company's
unsecured financial debt.

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

                        http://is.gd/sloBbe

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

As of June 30, 2013, the Company had NIS5.80 billion in total
assets, NIS5.19 billion in total liabilities and NIS613.57 million
in shareholders' equity.


EMPIRE RESORTS: Court Dismissed Concord Lawsuit
-----------------------------------------------
The United States District Court for the Southern District of New
York granted Motions to Dismiss filed by Empire Resorts, Inc.,
and all other defendants in Concord Associates, L.P. v.
Entertainment Properties Trust.

This lawsuit was originally filed by Concord Associates, L.P., and
associates in March 2012 and asserted in an amended complaint
various federal antitrust claims against Empire and its wholly-
owned subsidiary, Monticello Raceway Management, Inc.,
Entertainment Properties Trust and its wholly-owned subsidiary,
EPT Concord II, LLC, Genting NY LLC and Kien Huat Realty III
Limited.  The claims arose out of the Company's exclusivity
agreement and option agreement with EPR to develop the site of the
former Concord Resort located in Sullivan County, New York.
Concord Associates brought federal antitrust claims against the
Company for conspiracy in restraint of trade, conspiracy to
monopolize and monopolization.  Concord Associates also brought
state law claims for tortious interference with contract and
business relations.  Concord Associates sought damages in an
amount to be determined at trial but not less than $500 million,
unspecified punitive damages and permanent injunctive relief.  In
its decision, the Court dismissed Concord Associates' federal
antitrust claims with prejudice, meaning that they are dismissed
on the merits subject to Concord Associates' right to appeal, and
the Court dismissed Concord Associates' state law claims without
prejudice, meaning they could be further pursued in a state court.

                         About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  As of June 30, 2013, the
Company had $60.48 million in total assets, $51.51 million in
total liabilities and $8.96 million in total stockholders' equity.


ETOYS INC: Goldman Pays $7.5MM To Exit Suit Over 1999 Toy Co. IPO
-----------------------------------------------------------------
Law360 reported that Goldman Sachs Group Inc. on Sept. 19
reportedly obtained approval of a $7.5 million settlement of a
suit brought by creditors of defunct online toy retailer eToys
Inc. that accused Goldman of breaching its fiduciary duty to the
company by undervaluing its $178 million initial public offering.

According to the report, the deal, which was greenlighted by a
federal judge, ends litigation pending for more than a decade in
courts in New York and Delaware over the 1999 Goldman-led IPO,
which creditors said enriched the investment bank and its investor
clients.

Headquartered in Lone Tree, Colorado, eToys Direct 1 LLC --
http://www.etoys.com/-- sells toys and video games.  The Company
and 10 of its affiliates filed for Chapter 11 protection on
December 28, 2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura
Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang
Ziehl Young Jones, represent the Debtors in their restructuring
effort.  When the Debtors sought bankruptcy protection form their
creditors, they listed $20,633,447 in total assets and $35,722,280
total debts.


EVERGREEN OIL: Hires Cohen McKeon as Litigation Counsel
-------------------------------------------------------
Evergreen Oil Inc. et al. ask the U.S. Bankruptcy Court for
permission to employ Cohen McKeon LLP as special insurance
litigation counsel.

The Debtors seek to employ the Cohen Firm to represent them in
connection with lawsuit(s) to be commenced against the insurance
companies based upon the insurance companies' denial and/or
underpayment of benefits.

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

The Cohen Firm will be entitled to a contingent fee, payable only
if there is a recovery from the Insurance Claims (through
settlement, judgment, or in any other manner) and which will be
structured as:

     30%   of all sums recovered up to $6,000,000,
     35%   of all sums recovered from $6,000,001 to
           $14,000,000, and
     37.5% of all sums recovered above $14,000,000.

Holdings will provide a deposit of $10,000 to pay for Litigation
Expenses to the Cohen Firm, and shall replenish such deposit each
month to maintain the balance of the deposit at $10,000.  The
amount of the deposit shall be increased to $35,000 (with such
deposit to be funded solely by Holdings) at least 45 days before
the deadline for designating experts, with the balance of the
deposit to be maintained at $35,000 until the entry of judgment
after trial.

Attorneys for the Debtors can be reached at:

         David L. Neale, Esq.
         Juliet Y. OH, Esq.
         Lindsey L. Smith, Esq.
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         Email: dln@lnbyb.com
                jyo@lnbyb.com
                lls@lnbyb.com

                     About Evergreen Oil

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

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

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

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

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

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


FAIRWAY GROUP: S&P Assigns 'B-' Corp. Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to New York City-based grocery store
operator Fairway Group Holdings Corp. and the coborrower of its
debt, Fairway Group Acquisition Co.  The rating outlook is stable.

At the same time, S&P assigned a 'B-' issue rating to the
company's $315 million senior secured credit facilities,
consisting of, a $275 million senior secured U.S. dollar tranche
term loan and a $40 million revolver.  S&P assigned a '3' recovery
rating to the senior secured credit facilities to indicate its
expectation that lenders would receive meaningful (50%-70%)
recovery in the event of a payment default.

"The ratings on Fairway reflect Standard & Poor's view of the
company's business risk profile as "weak", based on its small, but
growing market share in the competitive and fragmented food
retailing industry, geographic concentration of stores in the
greater New York City metropolitan area, and very broad
merchandise selection and a focus on perishables that helps it
differentiate it from its competitors," said credit analyst
Kristina Koltunicki.  "It also incorporates our view that the
company will continue on its high growth trajectory over the next
few years."

The outlook is stable.  Despite S&P's view that the company will
manage its rapid growth, it expects credit protection measures
will continue to be highly leveraged since minimal free cash flow
will be available for debt reduction and new store leases will
partly offset new store EBITDA.  S&P also anticipates that
liquidity will remain adequate over the next 12 months.

S&P could lower the rating if operating performance deteriorates
from its forecast if the company experiences lower sales and uses
cash due to execution missteps from new store growth.  Under this
scenario, an inability to manage its growth causes liquidity to
become constrained.  At that point, S&P would revise its liquidity
assessment to "less than adequate".  This scenario could occur if
covenant cushion headroom declines below 15%.

Given S&P's forecast, it believes the company will remain highly
leveraged with thin credit protection metrics and do not believe
an upgrade is likely over the next year.  Any consideration for an
upgrade would be predicated on leverage approaching the low-6x
area.  For this to occur, EBITDA would need to increase by more
than 60%, debt would need to decrease by about $225 million, or
some consideration of the two.  S&P views this as unlikely since
it would imply a far greater rate of store growth then it thinks
is reasonable.


FINJAN HOLDINGS: Amends 21.5 Million Shares Resale Prospectus
-------------------------------------------------------------
Finjan Holdings, Inc., has amended its registration statement
relating to the offer and resale or other disposition from time to
time by BCPI I, L.P., Israel Seed IV, L.P., HarbourVest
International Private Equity Partners IV  Direct Fund L.P., et
al., of up to 21,556,447 shares of the common stock, par value
$0.0001 per share, of the Company.  The Company will not receive
any proceeds from the sale of shares held by the selling
stockholders.

The Company's common stock is quoted on the OTC Bulletin Board and
OTC Markets - OTCQB tier under the symbol "FNJN."

The Company amended this registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that this registration statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement will
become effective on that date as the Commission, acting pursuant
to said Section 8(a), may determine.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/DsQUvi

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  The
Company's balance sheet at June 30, 2013, showed $31.84 million in
total assets, $1.16 million in total liabilities and $30.67
million total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
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 that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRSTFINANCIAL PLUS: Reputed Mafia Associate Cops Plea in Case
--------------------------------------------------------------
Law360 reported that the cousin of reputed mafia figure Nicodemo
Scarfo pled guilty on Sept. 18 in New Jersey federal court to
conspiring to fraudulently apply for a mortgage, settling
allegations that he participated in a scheme in which Scarfo
allegedly drained $12 million from a bankrupt mortgage company.

According to the report, John Parisi pled guilty before U.S.
District Judge Robert B. Kugler to a superseding charge of
conspiracy to commit wire fraud for his alleged role in helping
others submit false or fraudulent information to secure a mortgage
for a property.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FIRST NATIONAL: Annual Meeting Proposals Deadline on Oct. 14
------------------------------------------------------------
First National Community Bancorp, Inc., reported with the U.S.
Securities and Exchange Commission that the Board of the Company
had approved Dec. 23, 2013, as the date for the Annual Meeting of
Shareholders of the Company for 2013 as well as other information
related to the Annual Meeting.

On Sept. 20, 2013, the Company amended the report to provide
notice that shareholder proposals made outside of Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, must be received
no earlier than the close of business on Sept. 24, 2013, and not
later than the close of business on Oct. 14, 2013, in order to be
considered at the Annual Meeting.  Those proposals must be
delivered to the Corporate Secretary at 102 E. Drinker Street,
Dunmore, PA 18512 and must also comply with all other requirements
set forth in the Company's Amended and Restated Bylaws and other
applicable laws.

                         About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National disclosed a net loss of $13.71 million on $37.02
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $335,000 on $42.93 million of total
interest income in 2011.  The Company's balance sheet at June 30,
2013, showed $938.25 million in total assets, $906.71 million in
total liabilities and $31.53 million in total shareholders'
equity.

                        Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in discussions with the OCC and has taken steps to
improve the condition, policies and procedures of the Bank.
Compliance with the Order is monitored by a committee of at least
three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports on a monthly basis to the OCC and the Agreement
requires the Bank to make periodic reports and filings with the
Federal Reserve Bank.  The members of the Committee are John P.
Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone.

Banking regulations also limit the amount of dividends that may be
paid without prior approval of the Bank's regulatory agency.  At
Dec. 31, 2012, the Company and the Bank are restricted from paying
any dividends, without regulatory approval.


FRIENDFINDER NETWORKS: Given Interim Use of Cash Collateral
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FriendFinder Networks Inc., the operator of adult
social networking websites, received interim approval from the
bankruptcy court Sept. 18 to use cash representing collateral for
secured lenders' claims.  The final cash-use hearing will take
place Oct. 11.

                    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.  In 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 and affiliates, including lead debtor PMGI
Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead
Case No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3
million and debt totaling $662 million.


FRIENDFINDER NETWORKS: Akerman Senterfitt Hiring Approvals Sought
-----------------------------------------------------------------
BankruptcyData reported that FriendFinder Networks filed with the
U.S. Bankruptcy Court a motion to retain Akerman Senterfitt
(Contact: Bradley D. Houser) as special corporate and conflicts
counsel at hourly rates ranging from $220 to 695 for paralegal
through attorney.

The motion explains, "Because of Akerman's extensive experience
and knowledge in the fields of corporate law, business litigation
and bankruptcy, Akerman is well-suited for the type of
representation that the Debtors require. Greenberg and Akerman
will carefully coordinate their efforts and clearly delineate
their duties to prevent any duplication of efforts. The Debtors
believe that rather than resulting in extra expense to their
estates, the efficient coordination of efforts between Akerman and
Greenberg will greatly add to the effective administration of
these Chapter 11 cases. Thus, the Debtors believe that Akerman's
employment is in best interest of the debtors, their estates, and
their creditors."


FRIENDFINDER NETWORKS: BMC Group Hiring Approved
------------------------------------------------
BankruptcyData reported that FriendFinder Networks filed with the
U.S. Bankruptcy Court a motion to retain BMC Group (Contact:
Bradford Daniel) as administrative advisor.

The motion explains, "To help manage administrative tasks with
respect to the thousands of creditors, equity security holders and
other parties in interest that are expected to be involved in the
Debtor's Chapter 11 Cases in a cost-efficient manner, the Debtors
require the specialized services that BMC offers. BMC has the
expertise, experience and personnel to assist the Debtors in
managing the administrative tasks that flow from such large and
complex cases."

The Court subsequently approved FriendFinder Networks' motion to
retain BMC Group as claims and noticing agent.


FURNITURE BRANDS: Oct. 2 Hearing on Auction Procedures
------------------------------------------------------
Furniture Brands International Inc. before filing for bankruptcy
arranged a contract for Oaktree Capital Management LP to buy the
business for $166 million in a bankruptcy court-sanctioned
auction.  There will be an Oct. 2 hearing for approval of auction
and sale procedures testing if Oaktree's is the best offer.  The
bankruptcy court already gave interim approval for $115 million
from a $140 million loan provided by Oaktree.

                       About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members. The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.


FURNITURE BRANDS: Reports Changes to DIP Terms
----------------------------------------------
Pursuant to an order of the Bankruptcy Court, dated Sept. 11,
2013, Furniture Brands International, Inc., et al., were
authorized to enter into and immediately draw upon the $140
million DIP Financing Agreement OCM FB Holdings CTB, Ltd., as
lender, on an interim basis.  On that date, the parties also
agreed to amend certain terms of the DIP Financing Agreement
including the following:

    (i) a reduction in the interest rate for borrowings under the
        DIP Financing from 6.5 percent to 3.0 percent, all of
        which will be payable in kind;

   (ii) a reduction in the amount of fees payable on account of
        the DIP Financing;

  (iii) the removal of certain cross-defaults; and

   (iv) the elimination of the obligation to make certain interest
        payments in cash on account of prepetition secured
        indebtedness and instead permitting such interest to paid
        entirely in kind.

The remaining portion of the revolving commitment ($25 million)
will become available upon entry of the final order of the
Bankruptcy Court approving the DIP Financing.

The proceeds of the DIP Financing will be used by the Company for:

   (i) refinancing all outstanding obligations under the Credit
       Agreement, dated Sept. 25, 2012, as amended, by and among
       the Company, Broyhill Furniture Industries, Inc., HDM
       Furniture Industries, Inc., Lane Furniture Industries,
       Inc., Maitland-Smith Furniture Industries, Inc., and
       Thomasville Furniture Industries, Inc., the other Credit
       Parties named therein, the lenders party thereto, General
       Electric Capital Corporation, as administrative agent, and
       General Electric Capital Corporation, Bank of America, N.A.
       and Wells Fargo Bank, National Association, as co-
       collateral agents;

  (ii) ongoing debtor-in-possession working capital purposes as
       approved in a budget acceptable to Oaktree;

(iii) the payment of fees and expenses in connection with the
       transactions related thereto; and

  (iv) general corporate purposes as approved in the Budget.

The maturity date of the loans made under the DIP Financing is the
earliest to occur of: (i) the date of the closing of the
Bankruptcy Sale (as such term is defined in the DIP Financing
Agreement), (ii) 150 days from the Petition Date and (iii) the
occurrence of an event of default under the DIP Financing
Agreement.

Pursuant to the terms of the DIP Financing Agreement, the domestic
subsidiaries of the Borrowers will guarantee the obligations of
the Borrowers under the DIP Financing.  Subject to certain
exceptions, the DIP Financing will be secured by a first priority
perfected priming security interest in all of the assets of each
Credit Party.  The security interests and liens are subject only
to certain carve-outs and certain permitted liens, as set forth in
the DIP Financing Agreement.

The DIP Financing is subject to certain customary covenants and
events of default as set forth in the DIP Financing Agreement.

                      About Furniture Brands

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

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

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

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


FURNITURE BRANDS: Duke Energy, Piedmont Demand 2-Month Deposit
--------------------------------------------------------------
Richard Craver, writing for The Winston-Salem Journal, reports
that Duke Energy Carolinas and Piedmont Natural Gas on Monday
requested that Furniture Brands International Inc. be required to
put down a two-month deposit for its utility costs as part of
exiting Chapter 11 bankruptcy protection.  Duke Energy said in a
filing it wants a combined deposit of $663,740 made for its 63
accounts with Furniture Brands, while Piedmont wants a combined
$219,466 for its 36 accounts.

According to the report, eight East Coast-based utilities
altogether want a combined $949,205 in deposits for Furniture
Brands.  The other utilities have a combined 13 accounts.

On Sept. 12, Furniture Brands said a judge had granted it
immediate access to $25 million in funding from Oaktree Capital
Management LP.  The $25 million will allow Furniture Brands "to
operate business uninterrupted and continue to meet its post-
petition financial obligations, including the payment of employee
wages and benefits, timely payment of supplier invoices, continued
servicing of customer orders and shipments, and other
obligations," the company stated.

Furniture Brand's petition requires it to put $852,000 into the
bank account, with nearly $98,000 designated for utilities that
are not parties to the utilities' complaint.

The report notes Furniture Brands is seeking Court approval to
establish a new bank account from which to pay ongoing costs, such
as utility bills. The account would contain funds for two weeks?
worth of utilities charges at any time, according to the
utilities.  The utilities said that the bank-account proposal "is
unacceptable and should not be considered relevant by this court
because . . . it does not allow the debtors to establish the form
or amount of adequate assurance of payment."

The utilities said the debtor-in-possession loans are projected to
last Furniture Brands through Jan. 24, around the potential
timeframe for the auction of Furniture Brands' assets.

                       About Furniture Brands

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

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

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

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


GATEHOUSE MEDIA: Asks for Debtholders' Vote on Ch. 11 Plan
----------------------------------------------------------
Law360 reported that community newspaper publisher  GateHouse
Media Inc. has asked for a vote from all holders of its
outstanding debt on whether to accept a prepackaged Chapter 11
plan, the company said in a Sept. 20 regulatory filing.

According to the report, the Perinton, N.Y.-based media company
said if it receives the requisite 67 percent support of its
debtholders, it will file for Chapter 11 protection. Pension,
trade and other unsecured claims of GateHouse won't be affected by
the reorganization plan, so their votes aren't being solicited,
according to the U.S. Securities and Exchange Commission filing,
the report related.

                        About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

As of June 30, 2013, the Company had $433.70 million in total
assets, $1.28 billion in total liabilities and a $848.85 million
total stockholders' deficit.


GENIUS BRANDS: Barry Honig Held 7.9% Equity Stake at Sept. 6
------------------------------------------------------------
In a Schedule 13G filed with U.S. Securities and Exchange
Commission, Barry Honig disclosed that as of Sept. 6, 2013, he
beneficially owned 6,188,119 shares of common stock of Genius
Brands International, Inc., representing 7.9 percent based on
78,123,888 shares outstanding as of Sept. 6, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/eX9eW4

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

The Company's balance sheet at June 30, 2013, showed $1.88 million
in total assets, $3.26 million in total liabilities, and a
stockholders' deficit of $1.38 million.


GLOBAL AVIATION: ABI Fund Receives $210,000 From Creditors Trust
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an American Bankruptcy Institute endowment fund will
end up getting $210,000 originally earmarked for unsecured
creditors of Global Aviation Holdings Inc., the parent of World
Airways Inc. and North American Airlines Inc.

According to the report, Global Aviation in February implemented a
Chapter 11 reorganization plan that was approved by the bankruptcy
court in Brooklyn, New York, in December.  The plan was made
possible by a settlement in favor of second-lien creditors and the
unsecured creditors' committee.  The plan set aside $210,000 for
unsecured creditors whose claims turned out to total $450 million.
Were the money distributed without reducing claims, the recovery
would have been 0.04 percent.

The report notes that the cost of reducing the claims would have
consumed the entire $210,000.  To avoid that, the agent for the
creditors' trust arranged a hearing in bankruptcy court where the
judge authorized turning the money over to the ABI's Anthony H.N.
Schnelling Endowment Fund.  The fund sponsors research and
analytical investigations into individual and business bankruptcy.

The plan gave 75 percent ownership and a $40 million junior note
to senior secured noteholders.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global used the Chapter 11 to shed 16 of 30 aircraft, and
negotiate new collective bargaining agreements with its unions and
deal with liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Debtors had a court-approved Chapter 11 plan, thanks to a
settlement with second-lien creditors and the unsecured creditors'
committee.  The Debtor negotiated a plan with senior lenders where
secured noteholders owed $111.4 million were to receive 75%
ownership of the reorganized company.  Unsecured creditors and
second-lien noteholders originally were to receive nothing.

Global Aviation's plan was approved by the Bankruptcy Court on
Dec. 6, 2012.  The plan became effective on Feb. 13 allowing the
Company to complete its financial restructuring and emerge from
Chapter 11.


GLOBALSTAR INC: Presented at Imperial Capital's Conference
----------------------------------------------------------
Globalstar, Inc., participated in Imperial Capital's Global
Opportunities Conference in New York, NY.  Jay Monroe, CEO of
Globalstar, Inc., presented at 9:30am EDT on Thursday, Sept. 19,
2013.  A copy of the presentation is available for free at:

                         http://is.gd/Yb7PYf

                          About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $25.1 million on $19.3 million
of revenue for the three months ended March 31, 2013, compared
with a net loss of $24.5 million on $16.7 million of revenue for
the same period last year.

The Company's balance sheet at June 30, 2013, showed $1.37 billion
in total assets, $953.44 million in total liabilities and $421.25
million in total stockholders' equity.

The Company said in its Form 10-Q for the quarter ended March 31,
2013, "We currently lack sufficient resources to meet our existing
contractual obligations over the next 12 months.  As a result,
there is substantial doubt that we can continue as a going
concern.  In order to continue as a going concern, we must obtain
additional external financing; amend the Facility Agreement and
certain other contractual obligations; and restructure the 5.75%
Notes."


GREAT PLATTE: Nebraska Archway Museum Plan Confirmed
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Great Platte River Road Archway, a tourist
attraction spanning Interstate Highway 80 near Kearney, Nebraska,
is set to emerge from Chapter 11 reorganization under a plan
paying $50,000 to holders of $20 million in bonds.

According to the report, unsecured creditors with $100,000 in
claims are splitting another $50,000.  Creditors voted
overwhelmingly in favor of the plan and a bankruptcy judge in
Lincoln, Nebraska, approved it by signing a confirmation order on
Sept. 18.  The plan is largely funded by contributors who pledged
$132,000 on the condition that it be approved by the court.

The report discloses that the museum said it expects attendance
and revenue to increase when a long-planned exit from the highway
is built near the attraction.

                        About Great Platte

The Great Platte River Road Memorial Foundation owns the
Platte River Road Archway, an eight-story tall museum that was
built in 2000 with $60 million in industrial revenue bonds.
The museum is 129 miles (208 kilometers) west of Lincoln,
Nebraska, and 317 miles east of Cheyenne, Wyoming.  Admission is
$12 for adults and between $8 and $5 for children.

The attraction never generated enough income to cover operating
expenses and debt service.    The first default occurred in 2002
when the outstanding amount on the bonds was reduced to $22
million.

Great Platte River sought Chapter 11 protection (Bankr. D. Neb.
Case No. 13-40411) on March 6, 2013.  T. Randall Wright, Esq., at
Baird Holm, LLP, in Omaha, Nebraska.  The Debtor estimated assets
of $100,001 to $500,000 and debts of $10 million to $50 million.


GREIF INC: S&P Lowers CCR to 'BB'; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Greif Inc. to 'BB' from 'BB+'.  S&P also lowered the
issue-level ratings on the company's senior unsecured debt to
'BB-' from 'BB'.  The recovery ratings remain unchanged at '5',
indicating S&P's expectation for modest (10% to 30%) recovery for
noteholders in the event of a payment default.  The outlook is
stable.

"The rating action reflects our view that the company's key credit
protection measures are unlikely to improve to levels appropriate
for the 'BB+' rating, given the sluggish macroeconomic environment
and lack of free cash flow available for debt reduction," said
Standard & Poor's credit analyst Liley Mehta.  The ratings on
Greif Inc. reflect Standard & Poor's assessment of the company's
business risk profile as "fair" and financial risk profile as
"significant".

Greif has defensible positions, with a 30% global market share, in
the competitive global industrial packaging sector.  The company
has broadened its product portfolio and improved its cost
structure through the implementation of a number of lean
manufacturing initiatives through its Greif Business System.
Although Greif has leading positions in its niche markets, it
competes in cyclical, commodity-like sectors that can face intense
pricing pressures.

The outlook is stable.  S&P expects modest improvement in
operating performance to result in credit measures remaining in
the appropriate range for the ratings.

S&P could lower the ratings if Greif engages in large debt-
financed acquisition activity, or if its business performance
materially weakens.  This could occur if, for example, FFO-to-
total debt falls below 20%, without prospects for a sustainable
recovery.

While S&P don't expect to do so within the next year, it could
raise the ratings if its view of the company's business risk
profile improves (possibly through broadened scale and scope of
operations) and it pursues an "intermediate" financial risk
profile.  This would support credit measures appropriate for a
higher rating, such as FFO-to-total debt consistently in the 25%
to 30% range.


HARRISBURG, PA: Recovery Plan Approval Lets City Skirt Bankruptcy
-----------------------------------------------------------------
Law360 reported that a judge in Pennsylvania's Commonwealth Court
said on Sept. 20 that she would approve a financial recovery plan
aimed at bringing the state's beleaguered capital city out from
under the shadow of hundreds of millions of dollars in debt and
allowing it to avoid formal bankruptcy proceedings.

According to the report, Judge Bonnie Leadbetter said the plan,
which provides for the sale of a debt-laden trash-to-energy
incinerator facility and the monetization of city parking
facilities by leasing them to a private company, presented
Harrisburg with its best chance to settle its debts.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HILTON WORLDWIDE: S&P Retains 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the following ratings
on Hilton Worldwide Holdings Inc. are unchanged after the company
announced revisions to its debt structure:

   -- S&P's 'BB-' corporate credit rating on Hilton is unchanged,
      reflecting that Hilton's aggregate borrowings are unchanged.

   -- S&P's 'BB' senior secured issue-level rating and '2'
      recovery rating on Hilton's proposed $1 billion revolver due
      2018 are unchanged.

   -- S&P's 'BB' senior secured issue-level rating and '2'
      recovery rating on Hilton's proposed upsized $7.6 billion
      term loan B-2 due 2020 are unchanged.  The additional amount
      of senior secured debt in the capital structure is a
      relatively moderate $500 million and results in similar
      recovery prospects to the previous senior secured debt
      structure, which is substantial recovery (70% to 90%) for
      lenders in the event of a payment default.

   -- S&P's 'B' senior unsecured issue-level rating and '6'
      recovery rating on Hilton's proposed upsized $1.5 billion
      notes due 2021 are unchanged, reflecting its expectation of
      negligible recovery (0% to 10%) for lenders in the event of
      a payment default.

The following ratings were withdrawn following their elimination
in the revised debt structure:

   -- S&P withdrew its 'BB' issue-level rating and '2' recovery
      rating on Hilton's previously proposed $850 million term
      loan B-1 due 2018.

   -- S&P withdrew its 'BB' issue-level rating and '2' recovery
      rating on Hilton's previously proposed $1.25 billion senior
      secured notes due 2021.

   -- S&P withdrew its 'B' issue-level rating and '6' recovery
      rating on Hilton's previously proposed $1 billion senior
      unsecured notes due 2023.

RATINGS LIST

Ratings Unchanged
Hilton Worldwide Holdings Inc.
Corporate Credit Rating                BB-/Stable/--

Hilton Worldwide Finance LLC
Senior Secured
  $1B revolver due 2018                 BB
   Recovery Rating                      2
  $7.6B term B-2 loan due 2020          BB
   Recovery Rating                      2

Hilton Worldwide Finance Corp.
Hilton Worldwide Finance LLC
Senior Unsecured
  $1.5B nts due 2021                    B
   Recovery Rating                      6

Ratings Withdrawn
                                        To                From
Hilton Worldwide Finance LLC
  $850M term B-1 loan due 2018          NR               BB
   Recovery Rating                      NR               2

Hilton Worldwide Finance LLC
Hilton Worldwide Finance Corp.
  $1.25B 1st-priority nts due 2021      NR               BB
   Recovery Rating                      NR               2
  $1 B sr unsd debt due 2023            NR               B
   Recovery Rating                      NR               6


HOSTESS BRANDS: Headed for Structured Dismissal of Ch. 11 Case
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former owner of Wonder bread appears headed for a
structured dismissal of its Chapter 11 reorganization because it
won't be able to pay secured creditors in full, leaving many
bankruptcy expenses and all unsecured claims unpaid.

According to the report, Hostess Brands Inc. halted operations and
sold its assets after a bakery workers' strike triggered
liquidation in November.  Operating assets generated $855 million,
while the remaining real estate, machinery, equipment and trucks
brought in $62.5 million.

By the end of last week, $222.6 million remained unpaid on fourth-
lien debt.  The company was holding $72.2 million not earmarked
for specific purposes.  Consequently, the company said in a court
filing, it's "unlikely" the fourth-lien debt will be paid in full.
As a result, Old HB "anticipates" there will be no funds to pay
expenses incurred during the Chapter 11 case that weren't included
in the budget when the liquidation began last year.  Pre-
bankruptcy unsecured creditors therefore stand to have no
recovery, no matter how the bankruptcy plays out.

The report says that pushing through even a liquidating Chapter 11
plan doesn't seem in the cards because Chapter 11 expenses must be
paid in full.  The possible alternatives are converting the
Chapter 11 case to Chapter 7, in which a trustee completes the
liquidation, or a structured dismissal, whereby the court approves
how to distribute remaining funds before dismissing the Chapter 11
case entirely.

The report discloses that liquidation proceeds enabled the company
to pay off $50 million outstanding on an asset-backed loan when
bankruptcy began, the $75 million in bankruptcy financing, a $30
million loan from a liquidator, $405 million on the first-lien
term loan, and $172 million on a third-lien term loan.  So far,
$8.2 million has been paid on the fourth-lien loan, leaving $222.6
million.

                          About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HOWREY LLP: Suit v. Baker Hughes Transferred to District Court
--------------------------------------------------------------
Venue of the lawsuit filed by the Chapter 11 Trustee for Howrey
LLP against Baker Hughes Incorporated has been transferred to the
federal district court in Oakland, California.  Baker filed the
Motion for Withdrawal of Reference.  District Judge Saundra Brown
Armstrong, in a Sept. 4 order available at http://is.gd/R8P8SX
from Leagle.com, held that any party objecting to withdrawal of
the reference must file its opposition, with the District Court by
Sept. 18, 2013.  Any party supporting withdrawal of reference must
file a reply brief by Oct. 2.  The briefs must not exceed then 10
pages.  No hearing on the motion will be held unless the District
Court issues an Order setting a date and time.

The case before the District Court is, ALLAN B. DIAMOND, Chapter
11 Trustee for Howrey LLP, Plaintiff, v. BAKER HUGHES
INCORPORATED, Defendant, Case No. C-13-3900 SBA (N.D. Calif.).

Allan B. Diamond, Esq., represented by:

         Eric Albert Nyberg, Esq.
         Chris David Kuhner, Esq.
         KORNFIELD NYBERG BENDES & KUHNER, P.C.
         1970 Broadway, Suite 225
         Oakland, CA 94612
         Tel: 510-763-1000
         Fax: 510-273-8669

Defendant Baker Hughes is represented by:

         Gregg M. Ficks, Esq.
         David Mehretu, Esq.
         COBLENTZ PATCH DUFFY AND BASS LLP
         One Ferry Building, Suite 200
         San Francisco, CA 94111-4213
         Tel: 415-772-5779
         E-mail: gficks@coblentzlaw.com
                 dmehretu@coblentzlaw.com

              - and -

         Phil Snow, Esq.
         SNOW SPENCE GREEN LLP
         2929 Allen Parkway, Suite 4100
         Houston, TX 77019
         Tel: (713) 335-4802
         E-mail: philsnow@snowspencelaw.com

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Suit v. Ropes & Gray Transferred to District Court
--------------------------------------------------------------
Venue of the lawsuit filed by the Chapter 11 Trustee for Howrey
LLP against Ropes & Gray LLP has been transferred to the federal
district court in Oakland, California.  Ropes & Gray LLP filed the
Motion for Withdrawal of Reference.  District Judge Saundra Brown
Armstrong, in a Sept. 4 order available at http://is.gd/VrePsO
from Leagle.com, held that any party objecting to withdrawal of
the reference must file its opposition, with the District Court by
Sept. 18, 2013.  Any party supporting withdrawal of reference must
file a reply brief by Oct. 2.  The briefs must not exceed then 10
pages.  No hearing on the motion will be held unless the District
Court issues an Order setting a date and time.

The case before the District Court is, ALLAN B. DIAMOND, Chapter
11 Trustee for Howrey LLP, Plaintiff, v. ROPES & GRAY LLP and
JAMES R. BATCHELDER, Defendants, Case No. C-13-3902 SBA (N.D.
Calif.).

Allan B. Diamond, Esq., represented by:

         Eric Albert Nyberg, Esq.
         KORNFIELD NYBERG BENDES & KUHNER, P.C.
         1970 Broadway, Suite 225
         Oakland, CA 94612
         Tel: 510-763-1000
         Fax: 510-273-8669
         E-mail: info@kornfieldlaw.com

              - and -

         Andrew Baxter Ryan, Esq.
         Stephen Todd Loden, Esq.
         DIAMOND McCARTHY LLP
         Renaissance Tower
         1201 Elm Street, 34th Floor
         Dallas, TX 75270
         Tel: (214) 389-5303
         E-mail: aryan@diamondmccarthy.com
                 sloden@diamondmccarthy.com

Defendant Ropes & Gray LLP is represented by:

         Cecily A. Dumas, Esq.
         Robert Edward Clark, Esq.
         DUMAS & CLARK LLP
         150 California Street, Suite 2200
         San Francisco, CA 94111
         Tel: 415-762-1640

              - and -

         Eric R. Hubbard, Esq.
         Steven T. Hoort, Esq.
         ROPES & GRAY LLP
         Prudential Tower
         800 Boylston Street
         Boston, MA 02199-3600
         Tel: 617-951-7470
         E-mail: Steven.Hoort@ropesgray.com

Defendant James R. Batchelder is represented by:

         G. Larry Engel, Esq.
         Kristin A. Hiensch, Esq.
         Vincent J. Novak, Esq.
         MORRISON AND FOERSTER LLP
         425 Market Street
         San Francisco, CA 94105-2482
         Tel: (415) 268-7000
         Fax: (415) 268-7522
         E-mail: lengel@mofo.com
                 khiensch@mofo.com
                 vnovak@mofo.com

                         About Howrey LLP

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

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

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

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

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

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


HOWREY LLP: Suit v. Haynes & Boone Transferred to District Court
----------------------------------------------------------------
Venue of the lawsuit filed by the Chapter 11 Trustee for Howrey
LLP against Haynes and Boone LLP has been transferred to the
federal district court in Oakland, California.  The Defendant
sought Withdrawal of Reference.  District Judge Saundra Brown
Armstrong, in a Sept. 4 order available at http://is.gd/caoD4q
from Leagle.com, held that any party objecting to withdrawal of
the reference must file its opposition, with the District Court by
Sept. 18, 2013.  Any party supporting withdrawal of reference must
file a reply brief by Oct. 2.  The briefs must not exceed then 10
pages.  No hearing on the motion will be held unless the District
Court issues an Order setting a date and time.

The case before the District Court is, ALLAN B. DIAMOND, Chapter
11 Trustee for Howrey LLP, Plaintiff, v. HAYNES AND BOONE LLP,
Defendant, Case No. C-13-3905 SBA (N.D. Calif.).

Haynes and Boone LLP, is represented by:

          Scott William Everett, Esq.
          Robin Eric Phelan, Esq.
          Stephen James Manz, Esq.
          HAYNES AND BOONE, LLP
          2323 Victory Avenue, Suite 700
          Dallas, TX 75219
          Tel: 214-651-5053
          Fax: 214-200-0612
          E-mail: scott.everett@haynesboone.com
                  robin.phelan@haynesboone.com
                  stephen.manz@haynesboone.com

               - and -

          Alan Robert Wechsler, Esq.
          HAYNES AND BOONE, LLP
          18100 Von Karman Avenue, Suite 750
          Irvine, CA 92612
          Tel: 949-202-3051
          Fax: 949-202-3151
          E-mail: alan.wechsler@haynesboone.com

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Suit v. Hogan Lovells US Goes to District Court
------------------------------------------------------------
Venue of the lawsuit filed by the Chapter 11 Trustee for Howrey
LLP against Hogan Lovells US LLP has been transferred to the
federal district court in Oakland, California.  The Defendant
sought Withdrawal of Reference.  District Judge Saundra Brown
Armstrong, in a Sept. 4 order available at http://is.gd/qHYuv0
from Leagle.com, held that any party objecting to withdrawal of
the reference must file its opposition, with the District Court by
Sept. 18, 2013.  Any party supporting withdrawal of reference must
file a reply brief by Oct. 2.  The briefs must not exceed then 10
pages.  No hearing on the motion will be held unless the District
Court issues an Order setting a date and time.

The case before the District Court is, ALLAN B. DIAMOND, Chapter
11 Trustee for Howrey LLP, Plaintiff, v. HOGAN LOVELLS US LLP,
Defendant, Case No. C-13-3911 SBA (N.D. Calif.).

Hogan Lovells US LLP is represented by:

          Diana Donohoe DiGennaro, Esq.
          Jonathan W. Hughes, Esq.
          Pamela Phillips, Esq.
          ARNOLD & PORTER LLP
          E-mail: Diana.DiGennaro@aporter.com
                  Jonathan.Hughes@aporter.com
                  Pamela.Phillips@aporter.com

                         About Howrey LLP

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

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

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

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

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

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


HOWREY LLP: Suit v. Hunton & Williams Goes to District Court
------------------------------------------------------------
Venue of the lawsuit filed by the Chapter 11 Trustee for Howrey
LLP against Hunton & Williams LLP has been transferred to the
federal district court in Oakland, California.  The Defendant
sought Withdrawal of Reference.  District Judge Saundra Brown
Armstrong, in a Sept. 4 order available at http://is.gd/v2xft7
from Leagle.com, held that any party objecting to withdrawal of
the reference must file its opposition, with the District Court by
Sept. 18, 2013.  Any party supporting withdrawal of reference must
file a reply brief by Oct. 2.  The briefs must not exceed then 10
pages.  No hearing on the motion will be held unless the District
Court issues an Order setting a date and time.

The case before the District Court is, ALLAN B. DIAMOND, Chapter
11 Trustee for Howrey LLP, Plaintiff, v. HUNTON & WILLIAMS LLP,
Defendant, Case No. C-13-3907 SBA (N.D. Calif.).

Hunton & Williams LLP is represented by:

          Benjamin C. Ackerly, Esq.
          H. Allison Elmore, Esq.
          Justin F. Paget, Esq.
          M. Christine Klein, Esq.
          Matthew Alan Mannering, Esq.
          HUNTON & WILLIAMS LLP
          E-mail: backerly@hunton.com
                  aelmore@hunton.com
                  jpaget@hunton.com
                  cklein@hunton.com
                  mmannering@hunton.com

                         About Howrey LLP

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

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

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

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

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

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


HUDSON'S BAY: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating and stable outlook to Hudson's Bay
Co. (HBC).

At the same time, Standard & Poor's raised its long-term corporate
credit rating on HBC's subsidiary, Lord & Taylor Holdings LLC, to
'B+' from 'B', as the subsidiary rating is linked directly to
S&P's rating on HBC. Standard & Poor's also lowered its long-term
corporate credit rating on Saks Inc. to 'B+' from 'BB', reflecting
the strong likelihood of the company's ultimate 100% ownership by
HBC.  The ratings on Saks have also been removed from CreditWatch,
where they were placed with negative implications July 22, 2013.
The outlook on Lord & Taylor and Saks is stable.

Finally, Standard & Poor's assigned its 'BB' issue-level rating
and '1' recovery rating to HBC's proposed US$1.9 billion term loan
B, reflecting very high (90%-100%) recovery in a default scenario.

"The ratings on HBC reflect what we view as the company's weak
business profile, characterized by competitive conditions for
department stores in North America that have contributed to weak
and volatile profitability," said Standard & Poor's credit analyst
Donald Marleau.  "On the other hand, HBC benefits from good
diversity in Canada and the U.S., as well as attractive market
positions for its key banners," Mr. Marleau added. HBC's
"aggressive" financial profile (as S&P defines the term) is
characterized by its high pro forma debt leverage and thin cash
flow coverage.  S&P believes that deleveraging prospects rely
heavily on the company's synergy targets.

Upon completing the acquisition of Saks in late 2013, HBC will
operate the Hudson's Bay and Home Outfitters banners in Canada,
and the Saks and Lord & Taylor banners in the U.S.  After
incorporating the Saks acquisition, HBC will have good geographic
diversity, with almost 300 stores across Canada and the U.S.

The stable outlook on HBC reflects S&P's expectation that the
company will generate fully adjusted leverage of 5.0x-5.5x over
the next 12-18 months, potentially improving thereafter if it
achieves its US$100 million synergy targets.  S&P views the
company's large unencumbered real estate holdings as an important
support for the aggressive financial profile, offsetting somewhat
the combined risks of intense competition, the Saks integration,
and the company's large debt burden.  S&P could lower the rating
if HBC's fully adjusted leverage increased to more than 6x, which
S&P believes could occur amid flat comparable sales growth and a
50-basis-point decline in reported EBITDA margin from about 8% pro
forma for the Saks acquisition.

S&P could raise the rating on HBC if the company achieves its
synergy and debt reduction targets, potentially boosting margins
to about 9% and lowering fully adjusted leverage to below 4.5x in
fiscal 2015.


HUNTSMAN CORP: S&P Affirms 'BB' CCR & Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on Huntsman Corp. and its wholly owned subsidiary,
Huntsman International LLC.  However, S&P is revising the outlook
to negative from stable.

At the same time, S&P is affirming its 'BB+' issue-level rating on
Huntsman's senior secured debt; the recovery rating on this debt
remains '2'.  S&P is also affirming its 'B+' issue-level rating
its subordinated debt; the recovery rating remains '6'.

S&P is placing its 'BB-' senior unsecured rating on CreditWatch
with negative implications.  If Huntsman consummates the
transaction at the agreed-upon price and it is funded entirely
with senior secured debt, S&P would likely lower the senior
unsecured debt rating by one notch to 'B+' and revise the recovery
rating to '6' from '5' based on worse recovery prospects for
senior unsecured creditors.  S&P expects to resolve the
CreditWatch when terms and conditions of the acquisition financing
are finalized.

"The outlook revision followed Huntsman's announcement that it
plans to acquire Rockwood Specialties Inc.'s TiO2 and performance
additives businesses in a debt-financed transaction for
$1.1 billion in cash and the assumption of about $225 million of
unfunded pension liabilities," said Standard & Poor's credit
analyst Cynthia Werneth.  The purchase price (including the
assumed pension liabilities on a tax-effected basis) represents
about 6x estimated cycle-average EBITDA of about $200 million,
before synergies.  The parties expect the transaction, which is
subject to customary closing conditions, to close in the first
half of 2014.

At this time, S&P is not factoring into its ratings Huntsman's
plan to take the combined pigments business (consisting of its
existing TiO2 business and most of the acquired operations) public
within two years of completing this acquisition.

S&P expects to resolve the CreditWatch listing pertaining to the
senior unsecured debt in coming weeks after terms and conditions
of the acquisition financing have been determined.

"The outlook is negative.  Our base case suggests that successful
integration of the acquired operations, a cyclical upturn in TiO2,
moderate global economic growth during the next few years, and
benefits from Huntsman's ongoing restructuring should keep credit
metrics in line with our expectations at the rating, including FFO
to debt approaching 20% within the next two years.  However, we
see a fair amount of execution risk in this transaction, given
continuing difficult economic conditions in Europe, where the
preponderance of the acquired operations is located, management's
large synergy target, and meaningful outlays to achieve it.  There
is little leeway for adverse market conditions or operational
surprises because our base case already anticipates modest
discretionary cash generation during the next two years.  As a
result, we see a one-in-three chance that earnings and cash flow
will fall short of our expectations.  We could lower the ratings
within the next year if, pro forma for the acquisition, FFO to ebt
declines below 15% and debt to EBITDA exceeds 4.5x without any
prospects for near-term improvement.  A downgrade would also occur
if we come to regard liquidity as less than adequate for any
reason," S&P noted.


INFINIA CORP: Solar Power Project Files Ch.11 to Sell to Lender
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Infinia Corp. and subsidiary Powerplay Solar I LLC,
the owners of a solar generation project in Yuma, Arizona, filed
for Chapter 11 protection on Sept. 17 in Salt Lake City, aiming to
sell the facility to the lender by November.

According to the report, the Ogden, Utah-based companies signed
lender Atlas Global Asset Holdings LP to buy the project, mostly
in exchange for debt.  The contract with Atlas calls for setting
aside $150,000 to manage the bankruptcy after the sale, plus
$100,000 for unsecured creditors.

The report discloses that Infinia proposed that the bankruptcy
judge hold a hearing on Oct. 7 to approve sale procedures.  If the
judge agrees, competing bids would be due Oct. 31, followed by an
auction on Nov. 1 and a hearing for sale approval on Nov. 4.  The
petition showed assets and debt both more than $10 million.

The case is In re Infinia Corp., 13-bk-30688, U.S. Bankruptcy
Court, District of Utah (Salt Lake City).


INNOVIDA HOLDINGS: Exec Gets 4 Years for $40MM Scheme
-----------------------------------------------------
Law360 reported that a Miami Beach-area executive was sentenced
Friday to four years in prison and ordered to pay $3.3 million in
restitution for his role in a scheme conning investors in bankrupt
manufacturing company InnoVida Holdings LLC out of $40 million.

U.S. District Judge William P. Dimitrouleas sentenced InnoVida CFO
Craig Stanley Toll, who was convicted July 12 by a federal jury on
charges including conspiracy and wire fraud, to 48 months in
prison just two days after the judge handed down a 12.5-year
sentence to InnoVida CEO.

The case is USA v. Eleazar Osorio et al., Case No. 1:12-cr-20901
(S.D. Fla.).


INSPIRATION BIOPHARMACEUTICALS: Hilco Okayed as IP Sales Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Inspiration Biopharmaceuticals, Inc., on September 18,
2013, to employ Hilco Streambank as its exclusive agent to market
and sell its internet domain names and trademarks.

As reported in the Troubled Company Reporter on September 9, 2013,
Hilco will be paid a commission based on a percentage of aggregate
gross proceeds generated from the sale, assignment, license, or
other dispositions of the intellectual property equal to 10% of
aggregate Gross Proceed generated from the sale, assignment,
license, or other disposition of the Intellectual Property, which
will be paid in full immediately only upon the successful
consummation of any transaction.  The firm will also be reimbursed
for all reasonable expenses incurred.

              About Inspiration Biopharmaceuticals

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

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

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

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

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


INVESTORS CAPITAL: PBI Gets Ok to Continue Collecting Escrow Funds
------------------------------------------------------------------
Investors Capital Partners II LP and PBI Bank, Inc. have
stipulated and agreed that:

   a. the Debtor borrowed the original principal sum of
      approximately $9.5 million from PBI prepetition

   b. PBI asserts, and the Debtor agrees, that the Loans are
      secured by a mortgage on certain real property owned by
      the Debtor and a related assignment of rents, among other
      things;

   c. in conjunction with the Loans and the assignment of
      rents, the Debtor and PBI entered into an Escrow
      Agreement in October 2010 pursuant to which rent,
      income, and other monies owed to the Debtor in connection
      with the Debtor's real property would be deposited into
      an escrow account at PBI;

   d. the Escrow Agreement provides that PBI has the right to use
      the Escrow Funds to pay the costs of any and all operating
      expenses for the Debtor's real property, including, but not
      limited to rent, common area maintenance fees, utilities,
      taxes, repairs and maintenance, insurance and legal fees,
      and any costs of collection;

   e. since at least October 2010, PBI has been collecting all
      rental monies owed to the Debtor relating to the Debtor's
      real property, escrowing those monies pursuant to the Escrow
      Agreement, and using the Escrow Funds to pay Property Costs,
      with the remainder of said Funds having accumulated in the
      Escrow Account;

   f. the Debtor and PBI continued the Escrow Account and Escrow
      Funds expense payments postpetition, with the monthly
      expense payments being disclosed in the Debtor's monthly
      operating reports; and

   g. PBI requested, and the Debtor agreed, that the Debtor
      begin to pay monthly adequate protection payments to PBI in
      exchange for its agreement to further continue the Escrow
      Agreement and payment of ongoing Property Costs pending
      consideration of the proposed Plan and during the time from
      the date of the parties' agreement through the completion
      of the plan confirmation process.

The U.S. Bankruptcy Court authorized PBI to continue collecting
the Escrow Funds through the date of entry of an order confirming
a Chapter 11 plan in this bankruptcy case, in accordance with the
terms set forth, which Escrow Funds constitutes "cash collateral"
as that term is used in 11 U.S.C. Sec. 363.

Within seven days of PBI's receipt of a Bill, PBI will pay the
expense stated thereon in full by using the Escrow Funds on hand.

On a monthly basis, beginning with the month of August 2013,
within seven business days following the end of each calendar
month, PBI will provide the Debtor with a schedule of rental
income received and expenses paid by PBI in the prior month, along
with the adequate protection for the month.  The Debtor will then
use this information to timely complete its monthly operating
reports and file same with the Bankruptcy Court as a record of the
Debtor's income and expenses each month.

As adequate protection for its use of the Escrow Funds to pay
ordinary course property expenses, the remaining balance of the
rental income received for the same month, beginning with the
month of August 2013, after the payment of all submitted expenses
in any given calendar month, will be paid to PBI towards its
claims against the Debtor in whatever method it chooses, be it
principal or interest on any portion of the indebtedness.  The
payment will constitute adequate protection paid by the Debtor to
PBI as that term is used in 11 U.S.C. Sec. 361 and 363(e).

Counsel for the Debtors can be reached at:

         Amelia Martin Adams, Esq.
         Laura Day DelCotto, Esq.
         200 North Upper Street
         Lexington, KY 40507
         Tel: (859) 231-5800
         Fax: (859) 281-1179
         E-mail: aadams@dlgfirm.com
                 ldelcotto@dlgfirm.com

Counsel for PBI Bank can be reached at:

         Bradley Salyer, Esq.
         601 West Main Street
         Louisville, KY 40202
         Tel: (502) 560-6762
         E-mail: bss@morganandpottinger.com

                   About Investors Capital II

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

Travis Kent Barber, Esq., and Laura Day DelCotto, at DelCotto Law
Group, PLLC, represent the Debtor as counsel.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.


IOWORLDMEDIA INC: Z. McAdoo Held 18.2% Equity Stake at Sept. 2
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Zachary McAdoo and his affiliates disclosed
that as of Sept. 2, 2013, they beneficially owned 32,718,364
shares of common stock of IoWorldmedia, Incorporated, representing
18.2 percent of the shares outstanding.  Mr. McAdoo previously
reported beneficial ownership of 40,218,364 shares of common stock
or 17.3 percent equity stake as of June 20, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/VGCbZs

                        About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared
with a net loss of $954,652 in 2011.  The Company's balance sheet
at June 30, 2013, showed $1.73 million in total assets, $1.88
million in total liabilities, $5.77 million in preferred stock,
and a $5.92 million total stockholders' deficit.

Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, 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 minimum cash balance
available for payment of ongoing expenses, a negative working
capital balance, has incurred losses and negative cash flow from
operations for the past two years, and it does not have a source
of revenue sufficient to cover its operating costs.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


J. CREW GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on New York City-based J. Crew Group Inc. to stable from
positive.  At the same time, S&P affirmed all of its ratings on
the company, including its 'B' corporate credit rating.

"The outlook revision reflects the moderating performance during
the first half of the year and our forecast that the second half
will be more difficult than previously expected" said credit
analyst David Kuntz.  "We expect weak traffic trends and an
increase in promotional activity to weigh on operations, resulting
in no meaningful improvement to credit metrics from current
levels."

The stable outlook reflects S&P's view that performance will be
relatively flat over the next few quarters as modest margin
erosion offsets revenue growth from new stores.  S&P believes that
the apparel retail environment during the second half of the year
will be characterized by weak consumer spending and an increase in
promotional activity.  As a result, S&P do not believe there will
be any meaningful improvement in the company's credit protection
measures in the next few quarters.

S&P could raise the rating if the company performs ahead of its
expectations with sales per sq. ft. in the mid-single digits while
margins are about 100 basis points (bps) above its forecast.  This
would indicate that the company is able to drive increased
revenues without resorting to promotional activity.  Under this
scenario, leverage would be around 5x and interest coverage would
be about 3x.

S&P could lower the rating if performance erodes due to
meaningfully lower consumer spending or merchandise issues.  Under
this scenario, sales per sq. ft. decline in the mid-single digits
and margins would fall by more than 200 bps.  At that time,
leverage would approach the 7x area and interest coverage would be
about 2x. Additionally, any meaningful dividend activity that
erodes credit protection measures could have a negative effect on
the rating or outlook.


KEYWELL LLC: To Sell Assets to Cronimet in Chapter 11 Bankruptcy
----------------------------------------------------------------
American Metal Market's amm.com reports that Keywell LLC, a
specialty steel recycler, has agreed to sell a "substantial
portion" of its assets to processor Cronimet Corp.  The agreement
will see Keywell filing for Chapter 11 bankruptcy "within the next
few days to commence the sale process," according to a statement.

In July, amm.com reported that Keywell suspended payments at all
of its yards for scrap deliveries received on or before June 26,
and has hired an investment banker to pursue partners, financing,
or equity contributions.


KHAN FAMILY: Wants to Hire Barnes Alford as Special Counsel
-----------------------------------------------------------
Kahn Family, LLC, seeks permission from the U.S. Bankruptcy Court
for the District of South Carolina to employ David G. Wolff, Esq.,
and the firm of Barnes, Alford, Stork & Johnson, LLP, to serve as
its special counsel, to be paid these rates:

  David G. Wolff, Attorney      $255/hr.
  Senior Partners               $255/hr.
  Junior Partners               $225/hr.
  New Associates                $185/hr.
  Paralegals                    $115/hr.
  Law Clerks                     $90/hr.

Mr. Wolff attests that his firm is a "disinterested person" as
defined in 11 U.S.C. Section 101(14).

Mr. Wolff may be reached at:

         Barnes, Alford, Stork & Johnson, LLP
         1613 Main Street (29201)
         Post Office Box 8448
         Columbia, SC 29202
         Tel: (803) 799-1111
         Fax: (803) 254-1335

Counsel for the Kahn Family, LLC can be reached at:

         R. Geoffrey Levy
         LEVY LAW FIRM, LLC
         2300 Wayne Street
         Columbia, SC 29201
         Tel: (803) 256-4693
         Fax: (803) 799-5245

The Court issued a notice of possible hearing on the request to
October 10, 2013, at 10:00 a.m.  Objections are due Sept. 23,
2013.

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  Bill
Quattlebaum, CPA of Elliott Davis, LLC, serves as its accountant.


LIGHTSQUARED INC: Lenders Oppose Company's Auction Procedures
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders to LightSquared Inc. claim that
auction procedures proposed by the developer of a satellite-based
wireless communications system could preclude a $2.2 billion bid
from their preferred buyer Dish Networks Corp.

According to the report, the bankruptcy court will hold a hearing
on Sept. 24 to decide on auction and sale procedures.  The company
and the lenders are proposing competing sale procedures.  They and
others are proposing competing reorganization plans.  There will
be a hearing on Sept. 30 for approval of disclosure statements so
creditors can vote for the plan they prefer.

                      About LightSquared Inc.

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

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

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

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


LOCATION BASED TECHNOLOGIES: Transcript of 2013 Annual Meeting
--------------------------------------------------------------
Location Based Technologies Inc. filed with the U.S. Securities
and Exchange Commission a copy of a transcript of its 2013 Annual
Shareholder's Meeting, which discloses the following information:

   * LBT is currently working with the Department of Energy on
     integrating the DOE's severe weather tracking technology onto
     LBT's GPS platform.  The objective is to enable utility
     companies across the country to use the Company's devices to
     locate and track their assets and key personnel.  With the
     DOE's weather tracking technology integrated into the
     Company's platform, these utility companies can watch storm
     data in real time and allocate people and assets more
     effectively.

   * LBT recently became an authorized reseller of Iridium
     satellite technology and we are developing a duel Iridium/GSM
     GPS device.  This project has been undertaken at the request
     of the US military.  The Company may even have its first
     military purchaser order before the Company has a working
     prototype.

   * LBT is in the process of developing a 3G version of its
     PocketFinder, which will enable the Company to sell through
     AT&T's retail stores and through other territories which only
     support 3G like Australia and Hong Kong.

   * LBT is currently working with Telcel to bring its products to
     market in Mexico, and at one time Telcel indicated they could
     "sell millions of [PocketFinder devices]".

   * Based on the Company's anticipated fiscal Q4 performance for
     2013, the Company believes total revenues for fiscal year
     2013 should come in somewhere between $1,555,000 and
     $1,900,000.  Device sales will also increase over 150 percent
     from fiscal year 2012 to fiscal year 2013.

   * LBT will not reach profitability in its fiscal 4th quarter.
     The Company had a pending order for 10,000 devices from an
     international corporation that would have made it cash flow
     positive for the quarter had the LOI closed.

   * LBT has been told that AT&T will place another product order
     for 886 devices.  AT&T is planning to install its devices on
     all of their new emergency equipment.  The Company is going
     to send its devices directly to the equipment manufacturer so
     the Company's LBT-886 will be part of the OEM process.

   * There are a number of other divisions within AT&T that are
     also evaluating the Company's products.  This includes their
     commercial division, which is evaluating the Company's 3G
     products for resale to commercial customers.  The Company
     may be able to get an order from one of these other divisions
     before the end of this calendar year.

   * LBT is working on an attachment to the Company's 886 device
     which would enable it to sense and transmit light,
     temperature and relative humidity data.  The FBI has
     expressed interest in the Company's devices is currently
     testing a prototype.

   * LBT is developing a relationship with Australia's largest
     carrier, Telstra.  The Company isn't sure what a relationship
     will look like but it could be a licensing agreement or a
     reseller agreement.  The Company believes there's a chance of
     getting something done with Telstra this fiscal year.

   * LBT is working on consummating a strategic partnership which
     would include a capital investment and business relationship
     with the new partner.

A copy of the transcript is available for free at:

                        http://is.gd/BwnnIQ

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

For the nine months ended May 31, 2013, the Company incurred a net
loss of $7.95 million on $1.55 million of total net revenue, as
compared with a net loss of $5.07 million on $368,440 of total
revenue for the nine months ended May 31, 2012.  As of May 31,
2013, the Company had $4.18 million in total assets, $8.90 million
in total liabilities and a $4.72 million total stockholders'
deficit.


LONGVIEW POWER: Contractors Want Stay Lifted for Arbitration
------------------------------------------------------------
Law360 reported that contractors involved in a long-running
dispute with Longview Power LLC over its troubled $2 billion coal
plant urged a Delaware bankruptcy judge on Sept. 18 to let them
resume ongoing arbitration and stop the company from drawing on
$59 million in disputed letters of credit.

According to the report, in separate filings, Siemens Energy Inc.,
Foster Wheeler North America Corp. and Kvaerner North American
Construction Inc. asked the court to lift the automatic stay so
they can continue arbitration aimed at resolving a host of issues.

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


LLS AMERICA: Bankr. Judge Recommends Final Judgment Against Frank
-----------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams issued a Report and
Recommendation that a final judgment be entered against defendant
Terrence Frank in the case, BRUCE P. KRIEGMAN, solely in his
capacity as court-appointed Chapter 11 Trustee for LLS America,
LLC, Plaintiff(s), v. TERRENCE FRANK, Defendant(s), Adv. Proc. No.
11-80147-PCW11 (Bankr. E.D. Wash.).  Specifically, Mr. Kriegman is
awarded judgment against Mr. Frank in the amount of C$220,389.49
and US$186,046.87, plus post-judgment interest at the rate of 0.11
percent per annum.  The final judgment is based upon the court's
Order Granting Motion for Summary Judgment, which was entered Aug.
19, 2013 due to defendant's failure to appear at the status
conference regarding the motion or otherwise respond to the
motion.

A copy of Judge Williams' Sept. 6, 2013 Report and Recommendation
Re: Final Judgment is available at http://is.gd/5V2Nobrom
Leagle.com.

                     About Little Loan Shoppe

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

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

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

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


MAGYAR TELECOM: Obtains Consents From Senior Secured Note Holders
-----------------------------------------------------------------
Magyar Telecom B.V. on Sept. 23 disclosed that the Company has
obtained consents from holders of a majority in aggregate
principal amount of its 9.50% Senior Secured Notes due 2016 to
certain proposed amendments and waivers of certain provisions of
the indenture governing the Existing Notes.

The Consents were obtained pursuant to a solicitation of consents
from holders of Existing Notes launched on September 9, 2013.  The
Amendments and Waivers facilitate the implementation of the
restructuring set out in the restructuring agreement dated
July 15, 2013 between the Company and holders of over 70% of the
Existing Notes, and became effective on the execution of a
supplemental indenture dated September 20, 2013.

                    About Magyar Telecom B.V.

Magyar Telecom B.V. is a private company with limited liability
incorporated in the Netherlands and registered at the Chamber of
Commerce (Kamer van Koophandel) for Amsterdam with number 33286951
and registered as an overseas company at Companies House in the UK
with UK establishment number BR016577 and its address at 6 St
Andrew Street, London EC4A 3AE, United Kingdom (telephone:+44
(0)207 832 8936, Fax: +44 (0)207 832 8950).


                          *     *     *

As reported by the Troubled Company Reporter-Europe on July 19,
2013, Moody's Investors Service downgraded the corporate family
rating of Magyar Telecom B.V. to Ca from Caa3, and the
probability of default rating to Ca-PD/LD from Caa3-PD.
Concurrently, Moody's downgraded Invitel's EUR350 million 9.5%
senior secured notes due 2016 to Ca from Caa3.  Moody's said the
outlook on the ratings remains negative.


MICROVISION INC: Obtains $6.6 Million From Securities Offering
--------------------------------------------------------------
MicroVision, Inc., has completed the sale of 3,492,000 shares of
common stock and warrants to acquire up to an aggregate of
2,095,200 shares of common stock to Crede CG III, Ltd., and other
investors for gross proceeds of approximately $6.6 million in a
registered direct offering.

The price per share was determined by the closing bid price on
Sept. 18, 2013, as reported on the Nasdaq stock exchange.  The
warrants are exercisable at a price of $2.444 per share.

The company retained Dawson James Securities, Inc., as placement
agent for a portion of the offering.

MicroVision intends to use the net proceeds of the offering to
fund the continued development and commercialization of its
PicoP(R) display technology under its ingredient brand licensing
strategy.

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

                         http://is.gd/AJ01OP

                          About Microvision

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company reported a net loss of $7.09 million on $3.67 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $14.77 million on $3.03 million of total
revenue for the corresponding period of 2012.  The Company's
balance sheet at June 30, 2013, showed $10.6 million in total
assets, $10.4 million in total liabilities, and stockholders'
equity of $202,000.


MILLER ENERGY: 6th Circ. Nixes Investor Suit Over Oil Assets
------------------------------------------------------------
Law360 reported that the Sixth Circuit on Sept. 19 tossed a
derivative suit accusing Miller Energy Resources Inc. of
overvaluing assets it bought for $2.25 million during a rival
company's Chapter 11 proceeding, ruling the shareholder failed to
demand that the Tennessee oil and natural gas company's board take
corrective action.

According to the report, the Sixth Circuit said Patrick P. Lukas
failed to first make the written demand required under state law
asking Miller's nine directors to pursue the suit on behalf of the
company or take other suitable corrective action.

The case is Patrick Lukas v. Merrill McPeak, et al., Case No. 12-
6285 (6th Cir.).  The case was filed Oct. 22, 2012.


MOBILEBITS HOLDINGS: Incurs $1.3-Mil. Net Loss in July 31 Quarter
-----------------------------------------------------------------
MobileBits Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.3 million on $284,056 of revenues
for the three months ended July 31, 2013, compared with a net loss
of $2.3 million on $97,907 of revenues for the three months ended
July 31, 2012.

The Company reported a net loss of $4.1 million on $1.5 million of
revenues for the nine months ended July 31, 2013, compared with a
net loss of $9.8 million on $386,887 of revenues for the nine
months ended July 31, 2012.

The Company's balance sheet at July 31, 2013, showed $25.5 million
in total assets, $5.6 million in total current liabilities, and
stockholders' equity of $19.9 million.

"As reflected in the accompanying consolidated financial
statements, the Company has suffered recurring losses from
operations.  The Company has a net loss of $4,120,986, a working
capital deficit of $4,695,351 and net cash used in operations of
$1,489,592 for the nine months ended July 31, 2013; and an
accumulated deficit of $20,292,682 at July 31, 2013.  In addition,
the Company has not completed its efforts to establish a stable
recurring source of revenues sufficient to cover its operating
costs for the next twelve months.  These factors raise substantial
doubt regarding the Company's ability to continue as a going
concern."

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

Sarasota, Florida-based MobileBits Holdings Corporation offers
consumer retail businesses a mobile marketing and loyalty network
solution called SAMY that provides enterprise software tools to
merchants and retailers brands.  SAMY enables any merchant the
ability to create and manage mobile campaigns, deals, offers,
loyalty/rewards, social media and commerce to a subscribed
consumer through their mobile devices resulting in increased in-
store purchases at the brick and mortar store locations and
continued engagement when the consumer is away from the physical
store.


MONTREAL MAINE: Ch.11 Trustee Hires Verrill Dana as Counsel
-----------------------------------------------------------
Robert J. Keach, the chapter 11 trustee of Montreal, Maine &
Atlantic Railway Ltd., asks the U.S. Bankruptcy Court for
permission to employ Verrill Dana LLP as special counsel to
perform necessary legal services on his behalf during the Case.

The Chapter 11 Trustee attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Chapter 11 Trustee's attorneys can be reached at:

         Michael A. Fagone, Esq.
         D. Sam Anderson, Esq.
         BERNSTEIN, SHUR, SAWYER &NELSON
         100 Middle Street
         P.O. Box 9729
         Portland, ME 04104-5029
         Tel: (207) 774-1200
         Fax: (207) 774-1127

                        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.


MONTREAL MAINE: Can Employ Verrill Dana as Counsel
--------------------------------------------------
Montreal, Maine & Atlantic Railway Ltd. early this month sought
and obtained approval from the U.S. Bankruptcy Court to employ
Verrill Dana LLP as its counsel.

The Debtor desires to employ Verrill Dana LLP, including the
firm's Roger A. Clement, Jr., Esq. and Nathaniel R. Hull, Esq.,
and such other Verrill Dana attorneys and paraprofessionals as are
appropriate as its counsel in this case.  Such employment is
necessary because the Debtor requires specialized legal knowledge,
experience, and capability in bankruptcy, including, specifically,
railroad bankruptcies, and non-bankruptcy matters related to this
case and believes that Counsel is able to meet these needs.

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

Prior to the Petition Date in connection with this matter, the
Debtor paid Verrill Dana a total of $225,000.  The Debtor paid
Verrill Dana $20,000 on July 18, 2013, $25,000 on July 19, 2013,
$50,000 on July 29, 2013, $25,000 on July 30, 2013, $25,000 on
July 31, 2013, and $55,000 on August 5, 2013.

As of the Petition Date, the Debtor has been billed and paid a
total of $70,415.24 for services rendered and expenses incurred
prior to the Petition Date.

Post-petition, it was necessary for the Debtor to employ Verrill
Dana to render the foregoing professional services.  As of the
Petition Date, Verrill Dana held a retainer in the amount of
$154,584.76.  Verrill Dana holds a security interest in the
Retainer, and will apply the Retainer as necessary to satisfy
Court-approved fees in this case.

The firm can be reached at:

         Roger A. Clement, Jr., Esq.
         Nathaniel R. Hull, Esq.
         VERRILL DANA LLP
         One Portland Square
         P.O. Box 586
         Portland, ME 04112-0586
         Tel: 207-774-4000
         Fax: 207-774-7499
         E-mail: rclement@verrilldana.com
                 nhull@verrilldana.com
                 bankr@verrilldana.com

                          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.


MOTORS LIQUIDATION: Claims Objection Deadline Moved to March 20
---------------------------------------------------------------
The Bankruptcy Court entered an order extending the trust
administrator's deadline to file objections to unsecured claims
asserted in the bankruptcy cases of Motors Liquidation Company and
its affiliated debtors to March 20, 2014.  The Claims Objection
Deadline may in the future be extended beyond March 20, 2014, by
further order of the Bankruptcy Court.

The agreement governing the GUC Trust provides that the trust
administrator and trustee of the GUC Trust has the authority to
file objections to unsecured claims asserted in the bankruptcy
cases of Motors Liquidation Company and its affiliated debtors.
The GUC Trust Agreement further provides a deadline by which the
GUC Trust Administrator must file all objections to Disputed
General Unsecured Claims, which deadline may be extended by order
of the bankruptcy court for the Southern District of New York.

                       About Motors Liquidation

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

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

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

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


MOVIE GALLERY: Suit Against Collection Firm Stays in Bankr. Court
-----------------------------------------------------------------
District Judge James R. Spencer of the Eastern District of
Virginia denied Credit Control Services, Inc.'s Motion for
Withdrawal of Reference of the lawsuit commenced against it by
Corliss Moore & Associates, LLC, the liquidating truste for Movie
Gallery, Inc., Hollywood Entertainment Corporation, Movie Gallery
US, LLC, MG Real Estate, LLC, and HEC Real Estate, LLC.

The Bankruptcy Court confirmed the Debtors' Joint Plan of
Liquidation on Oct. 2, 2010.  After the Plan was proposed, but
before it was approved, the Debtors contracted with CCS to pursue
collection of outstanding customer accounts.  The Liquidating
Trustee subsequently filed an adversary proceeding complaint in
bankruptcy court, naming CCS as defendant for breach of the
Collection Agreement.

CCS asked the District Court to withdraw the reference of the
contract action to the bankruptcy court pursuant to 28 U.S.C. Sec.
157(d), Federal Rule of Bankruptcy Procedure 5011, and Local
Bankruptcy Rule 5011-1.

A copy of the District Court's Sept. 4 Memorandum Opinion is
available at http://is.gd/QdsB5Gfrom Leagle.com.

Corliss Moore & Associates, LLC, is represented by Mark J. Krudys,
Esq., at Phelan Krudys Petty PLC.

Credit Control Services, Inc., is represented by Mark Richard
Colombell, Esq., William Daniel Prince, IV, Esq., Christopher M.
Malone, Esq., and David Richard Ruby, Esq., at Thompson McMullan
PC.

                        About Movie Gallery

Based in Wilsonville, Oregon, Movie Gallery, Inc., was the second
largest North American video and game rental company behind
Blockbuster Inc.  Movie Gallery operated stores in the U.S. and
Canada under the Movie Gallery, Hollywood Video and Game Crazy
brands.

Movie Gallery first filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853) on Oct. 16, 2007.
Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors.
The Company emerged from bankruptcy on May 20, 2008, with private-
investment firms Sopris Capital Advisors LLC and Aspen Advisors
LLC as its principal owners.  William Kaye was appointed plan
administrator and litigation trustee.

Movie Gallery returned to Chapter 11 (Bankr. E.D. Va. Case No. 10-
30696) on Feb. 3, 2009.  Attorneys at Sonnenschein Nath &
Rosenthal LLP and Kutak Rock LLP represented the Debtors in their
second restructuring effort.  Kurtzman Carson Consultants served
as claims and notice agent.

In October 2010, a federal bankruptcy judge approved Movie
Gallery's liquidation plan, wherein most assets would go to
secured creditors, $5 million would go to unsecured creditors, and
shareholders would be wiped out.  The Plan had the support of the
Official Committee of Unsecured Creditors.



MUNICIPAL MORTGAGE: SEC Suspends Trading of Securities
------------------------------------------------------
The Securities and Exchange Commission issued two orders with
respect to Municipal Mortgage & Equity, LLC:

   (1) an order suspending trading of the Company's securities;
       and

   (2) an order instituting administrative proceedings and notice
       of hearing pursuant to Section 12(j) of the Securities and
       Exchange Act of 1934.

As of Sept. 19, 2013, the Company has not received the written
Orders from the SEC, but the Orders are accessible on the SEC's
Web site, www.sec.gov.

Under the Trading Suspension Order, the SEC temporarily suspended
trading in the Company's securities from 9:30 a.m., Eastern Time,
on Sept. 18, 2013, until 11:59 p.m., Eastern Time, on Oct. 1,
2013.  Pursuant to the Order Instituting Administrative
Proceedings, the SEC commenced an administrative proceeding to
suspend the registration of the Company's common shares under
Section 12(g) of the Securities Exchange Act of 1934, or
alternatively to revoke that registration.

The Orders relate to the Company's past filing delinquencies for
quarterly reports on Form 10-Q for the periods ended June 30,
2006, through Sept. 30, 2010, as well as certain deficiencies with
respect to the Company's annual report on Form 10-K for the year
ended Dec. 31, 2010.  The Company previously disclosed the risk of
SEC proceedings of this nature as a material risk to its business
under Item 1A, Risk Factors, of its Annual Report on Form 10-K for
each of the years ended Dec. 31, 2012, 2011 and 2010.

Notwithstanding the Company's past filing delinquencies and
deficiencies, the Company has remained timely with its SEC
reporting obligations since the filing of its 2010 Form 10-K in
early 2011 and it has been a current filer, as required for use or
reliance upon certain of the SEC's forms and rules, since November
2011.  The Company intends to continue filing future Annual,
Quarterly and Current Reports with the SEC as and when they become
due.  The Company intends to respond to the SEC within the
timeframe prescribed in the Order Instituting Administrative
Proceedings and work vigorously to permit trading to resume on the
Over-the-Counter Link marketplace as promptly as possible.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at June 30, 2013, showed $1.74 billion
in total assets, $1.06 billion in total liabilities and $679.70
million in total equity.


MUSCLEPHARM CORP: Holders OK Cancellation of Preferred Shares
-------------------------------------------------------------
The holders of MusclePharm Corporation's Series B Preferred Stock
(i) voluntarily waived all of their rights as holders of the
Series B Preferred Stock, and (ii) agreed to cancel all of their
shares of the Company's Series B Preferred Stock.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIONAL HOLDINGS: To Issue 15.5 Million Shares Under 2013 Plan
---------------------------------------------------------------
National Holdings Corporation registered with the U.S. Securities
and Exchange Commission 15.5 million shares of common stock
issuable under the 2013 Omnibus Incentive Plan.  The proposed
maximum aggregate offering price is $8.65 million.  A copy of the
Form S-8 prospectus is available for free at http://is.gd/aZRJ8P

                     About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $23.85 million in total assets, $12.88 million in
total liabilities and $10.97 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NELSON J. CHATELAIN: Huntsville Golf Fails to Overturn Ruling
-------------------------------------------------------------
District Judge Virginia Emerson Hopkins in Alabama denied the
Motion For Stay Pending Appeal filed by Huntsville Golf
Development, Inc., related to a 1992 bankruptcy case that was
reopened last year.

On Nov. 23, 1993, the U.S. Bankruptcy Court for the Northern
District of Alabama filed an order confirming the "Debtor's Plan"
in In re Nelson J. Chatelain and Charlene J. Chatelain, Case No.
92-81161.  On Dec. 29, 1993, the court closed the case and entered
a final decree.

Whitney Bank moved to reopen the case on Dec. 2, 2011.  The
bankruptcy court entered an order re-opening the case on Jan. 11,
2012.  Under this order, the bankruptcy court instructed
Huntsville Golf to escrow $510,000 into its attorney's trust
account subject to the court's further orders.  On Feb. 20, 2013,
the court granted Whitney's "Motion for Payment of Claims And
Appointing a Disbursing Agent."  The court sua sponte appointed a
Chapter 11 Trustee to determine the unsecured creditors' claims.
It also ordered HGD's counsel to transfer the escrow funds to this
Trustee.

On Feb. 25, 2013, the bankruptcy court denied HGD's Motion for
Reconsideration. It specifically appealed the court's orders on
(1) Whitney's Payment Motion and (2) HGD's Motion to Reconsider.
On March 29, HGD petitioned the bankruptcy court for a stay
pending appeal.  On April 1, the court denied HGD's request.  HGD
filed a Notice of Appeal on April 11.

According to the District Court, the bankruptcy court below did
not abuse its discretion in denying HGD's Motion; and HGD has not
met its burden of showing the likelihood of its success on appeal.

The case before the District Court is HUNTSVILLE GOLF DEVELOPMENT,
INC. Appellant, v. WHITNEY BANK, Appellee, No. 5:13-CV-671-VEH
(N.D. Ala.).  A copy of the District Court's Sept. 6, 2013
Memorandum Opinion and Order is available at http://is.gd/AmnWmC
from Leagle.com.

Huntsville Golf Development, Inc., is represented by:

         Kevin D. Heard, Esq.
         HEARD ARY LLC
         303 Williams Avenue
         Park Plaza, Suite 921
         Huntsville, AL 35801
         Tel: 256-715-5184
         Toll free: 800-276-7716
         Fax: 256-535-0818

Whitney Bank is represented by:

         Kevin C. Gray, Esq
         MAYNARD, COOPER & GALE, P.C.
         2400 Regions/Harbert Plz.
         1901 Sixth Ave. N
         Birmingham, AL

Trustee Stuart M Maples may be reached at:

         Stuart M. Maples, Esq.
         MAPLES & RAY PC
         401 Holmes Ave. NE, Suite H
         Huntsville, AL 35801
         Tel: 256-489-9779
         Fax: 256-489-9720
         E-mail: smaples@maplesandray.com


NEOMEDIA TECHNOLOGIES: Inks RRA with YA Global
----------------------------------------------
NeoMedia Technologies, Inc., on Sept. 16, 2013, entered into a
Reaffirmation and Ratification Agreement with YA Global
Investments, L.P.  In connection with the amendment, restatement
and consolidation of the Prior Debentures and issuance of the
Consolidated Debentures, the RRA summarizes and affirms all
amounts presently outstanding and owed by the Company to YA under
all of the outstanding financing documents and debentures issued
by the Company to YA.  Pursuant to the RRA, the Company:

   (i) ratified the terms of the Financing Documents and agreed
       that they remain in full force and effect;

  (ii) confirmed that the collateral rights granted to YA under
       the Financing Documents secure the obligations created
       thereunder;

(iii) confirmed that the occurrence of an "event of default"
       under any of the Financing Documents would constitute an
      "event of default" under all of the Financing Documents;
       and

  (iv) agreed to execute and deliver to YA all those additional
       documents as reasonably required by YA to correct any
       document deficiencies, or to vest or perfect the
       Financing Documents and the collateral granted therein,
       and authorized YA to file any financing statements and
       take any other actions necessary to perfect YA's security
       interests in any such collateral.

Consolidated Debentures

On Sept. 16, 2013, the Company issued six amended, restated and
consolidated secured convertible debentures to YA.  The
Consolidated Debentures consolidated the principal and interest
amounts outstanding under all of the outstanding secured
convertible debentures previously issued by the Company to YA,
such that, upon the issuance of the Consolidated Debentures and
cancellation of the Prior Debentures, the amount of outstanding
debentures of the Company issued to YA decreased from 27 to six.
All of the Consolidated Debentures have a maturity date of Aug. 1,
2015, and all are substantially similar in form and substance with
each other, and substantially similar to the common form and
substance in which the Prior Debentures were originally issued.

Each of the Consolidated Debentures is convertible into shares of
the Company's common stock, at the option of the holder, at the
lower of a fixed conversion price per share or a percentage of the
lowest volume-weighted average price for a specified number of
days prior to the conversion.  That conversion is limited such
that the holder cannot exceed 9.99 percent ownership of the
outstanding common stock, unless the holder waives their right to
such limitation.  All of the Consolidated Debentures are secured
according to the terms of the RRA and other security and patent
security agreements which provide YA with a security interest in
substantially all of the Company's and its subsidiaries' assets.
All of the Consolidated Debentures contain provisions for
acceleration of principal and interest upon default.

Regarding the Consolidated Debentures: (1) Consolidated Debenture
No. NEOM-42, in the principal amount of $4,795,185 was issued in
exchange, transfer and replacement of portions of Prior Debenture
Nos. CCP-1, CCP-2 and NEOM 4-1; (2) Consolidated Debenture No.
NEOM-43 in the principal amount of $1,368,840 was issued in
exchange, transfer and replacement of portions of Prior Debenture
Nos. CCP-1 and CCP-2; (3) Consolidated Debenture No. NEOM-44 in
the principal amount of $939,540 was issued in exchange, transfer
and replacement of portions of Prior Debenture Nos. CCP-2 and NEOM
4-1; (4) Consolidated Debenture No. NEOM-45 in the principal
amount of $17,547,522 was issued in exchange, transfer and
replacement of portions of Prior Debenture Nos. NEOM 4-1, NEOM-1-
1, NEOM-2008-1, NEOM-2008-2, NEOM-2008-3, NEOM-2008-4, NEOM-9-1,
NEOM-9-2, NEOM-9-4, NEOM-9-5, NEOM-9-6, NEOM-9-7, NEOM-10-1, NEOM-
10-2, NEOM-10-3, NEOM-10-4, NEOM-10-5, NEOM-11-1, NEOM-11-2, NEOM-
12-2, NEOM-12-3, and NEOM-12-4; (5) Consolidated Debenture No.
NEOM-46 in the principal amount of $6,132,262 was issued in
exchange, transfer and replacement of portions of Prior Debenture
Nos. NEOM 4-1, NEOM-1-1, NEOM-2008-1, NEOM-2008-2, NEOM-2008-3,
NEOM-2008-4, and NEOM-9-1; and (6) Consolidated Debenture No.
NEOM-47 in the principal amount of $3,858,742 was issued in
exchange, transfer and replacement of portions of Prior Debenture
Nos. NEOM-9-1, NEOM-9-2, NEOM-9-4, NEOM-9-5, NEOM-9-6, NEOM-10-1,
NEOM-10-2, NEOM-10-3, NEOM-10-4, NEOM-10-5, NEOM-11-1, NEOM-11-2,
NEOM-CF, NEOM-11-12, NEOM-12-2, NEOM-12-3, NEOM-12-4, and NEOM-12-
6.

                     About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.

As of June 30, 2013, the Company had $5.79 million in total
assets, $92.13 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $91.51 million total
shareholders' deficit.


NESBITT PORTLAND: Seeks Nod for New Chapter 11 Plan
---------------------------------------------------
Law360 reported that a collection of Embassy Suites hotel
operators and their secured lender submitted an amended Chapter 11
reorganization plan on Sept. 18 that calls for the sale of several
hotels, urging a California bankruptcy judge to confirm the plan
over the objection of Hilton Worldwide Inc.

According to the report, submitted jointly by the debtors -- eight
companies owned by real estate manager Patrick Nesbitt and his
Santa Monica, Calif.-based Windsor Capital Group Inc. -- and
secured lender U.S. Bank NA, the amended plan calls for the sale
of seven Embassy Suites hotels.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.


NET TALK.COM: Shad Stastney Resigns as Director
-----------------------------------------------
Shad Stastney resigned as a director of Net Talk.com, Inc.  The
resignation did not arise from a disagreement with the Company on
any matter relating to the operations, policies or practices of
the Company.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.  For the three
months ended Dec. 31, 2011, the Company reported a net loss of
$3.44 million on $1.29 million of total revenue.

As of Dec. 31, 2012, the Company had $5.64 million in total
assets, $22.87 million in total liabilities, $6.37 million in
redeemable preferred stock, and a $23.60 million total
stockholders' deficit.

Thomas Howell Ferguson P. A., in Tallahassee, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred significant recurring
losses from operations its total liabilities exceeds its total
assets, and is dependent on outside sources of funding for
continuation of its operations.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

On May 26, 2011, the Company's Board of Directors approved a
change in the Company's fiscal year end from September 30, to
December 31, effective Dec. 31, 2011.

                         Bankruptcy Warning

"We have not sustained profits and our losses could continue.
Without sufficient additional capital to apply to repay our
indebtedness, we may be required to significantly scale back our
operations, significantly reduce our headcount, seek protection
under the provisions of the U.S. Bankruptcy Code, and/or
discontinue many of our activities which could negatively affect
our business and prospects.  Our current capital raising efforts
may not be successful in raising additional capital on favorable
terms, or at all," the Company said in its annual report for the
year ended Dec. 31, 2012.


NIELSEN HOLDINGS: S&P Assigns 'BB' Rating to $500MM Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned The Nielsen Co.
(Luxembourg) S.ar.L's proposed $500 million senior notes due 2021
an issue-level rating of 'BB', with a recovery rating of '3',
indicating S&P's expectation for meaningful (50%-70%) recovery
for lenders in the event of a payment default.  Nielsen Co.
(Luxembourg) S.ar.l is a wholly owned subsidiary of New York City-
based global information and measurement company Nielsen Holdings
N.V. (Nielsen).

The company will use proceeds from the proposed term loan to
redeem Nielsen's outstanding 11.625% senior notes due 2014 and for
general corporate purposes.  While leverage will rise modestly,
the increase is already factored into S&P's 'BB' corporate credit
rating.

"Our ratings on Nielsen reflect a "satisfactory" business risk
profile and an "aggressive" financial risk profile, based on our
criteria.  As the leading global provider of media measurement and
retail sales and market share data, Nielsen benefits from strong
market positions in its two principal businesses.  Nielsen's
television audience measurement service is the industry standard
in the U.S. and is unlikely to be displaced over our ratings
horizon.  We expect that Nielsen's operating performance will
remain stable, given that a high proportion of sales is under
multiyear contracts and that it has strong renewal rates (over 70%
of "Watch" and "Buy" business segment revenues are recurring).  We
believe that Arbitron, the leading radio audience measurement
service in the U.S., which Nielsen has a definitive agreement to
acquire, has similar characteristics.  We assess Nielsen's
management and governance as "fair" under our criteria," S&P said.

"We view Nielsen's financial risk profile as aggressive because of
its still elevated leverage, which we estimate to be slightly
below 5x by the end of 2013, and our expectation that leverage
will remain above 4x through 2014.  We estimate that leverage was
4.3x as of June 30, 2013," S&P added.

RATINGS LIST

Nielsen Holdings N.V.
Corporate Credit Rating               BB/Stable/--

New Rating

The Nielsen Co. (Luxembourg) S.ar.L
$500M senior notes due 2021           BB
   Recovery Rating                     3


OLIVER HEIGHTS: Kansas Appeals Court Rules in "Smith" Action
------------------------------------------------------------
Oliver Heights, LLC entered into an installment contract for sale
of real estate with James and Sharon Smith. Less than 2 years
later, Oliver Heights filed for Chapter 11 bankruptcy, and a
reorganization plan was confirmed by the bankruptcy court.
Subsequently, the Smiths filed a foreclosure action in state court
alleging that Oliver Heights defaulted under the terms of both the
installment contract and the reorganization plan.

After a bench trial, the district court found that Oliver Heights
was in default, that the Smiths had given adequate notice of the
default to Oliver Heights, and that the Smiths had not waived
their rights by accepting an untimely payment. Moreover, the
district court ordered that possession of the real property be
immediately returned to the Smiths and granted a judgment for
damages against Oliver Heights in the amount of $3,000.

Oliver Heights timely appealed.

On appeal, the Court of Appeals of Kansas finds substantial
evidence to support the district court's findings on the issues of
default, notice, and waiver.  But the Appeals Court found that the
confirmed reorganization plan created an equitable mortgage, which
is subject to foreclosure and a right of redemption under Kansas
law.  Accordingly, the Appeals Court affirmed the district court's
decision in part, reversed it in part, and remanded this case to
the district court for further proceedings.

The case is, JAMES and SHARON SMITH, Appellees, v. OLIVER HEIGHTS,
LLC, Appellant, and BOARD OF COUNTY COMMISSIONERS, ATCHISON
COUNTY, KANSAS, Appellee, No. 108,758 (Kan. App. Ct.).  A copy of
the Kansas Appeals Court's Sept. 6, 2013 decision is available at
http://is.gd/chxEKSfrom Leagle.com.

The appellate court panel consists of Bruns, P.J., Hill, J., and
Ernest L. Johnson, District Judge Retired.  Judge Bruns wrote the
opinion.

Charles T. Engel, Esq., and Gage A. Rohlf, Esq., at Engel Law,
P.A., of Topeka, for appellant.

John W. Fresh, Esq., at Larry R. Mears, Chartered, of Atchison,
for appellees James and Sharon Smith.

Oliver Heights LLC filed for Chapter 11 bankruptcy (Bankr. D. Kan.
Case No. 10-42158) on Dec. 1, 2010, listing under $1 million in
both assets and debts.


OPTIMUMBANK HOLDINGS: Joel Klein Buys 83,333 Common Shares
----------------------------------------------------------
Optimumbank Holdings, Inc., on Sept. 13, 2013, Moishe Gubin and
Joel Klein entered into a letter agreement, pursuant to which Mr.
Gubin assigned to Joel Klein the right to purchase 83,333 shares
of Company's common stock under the Amended and Restated Stock
Purchase Agreement dated March 22, 2013, between the Company and
Mr. Gubin.  Both Mr. Gubin and Mr. Klein are directors of the
Company.

Under the Purchase Agreement, Mr. Gubin agreed to purchase
1,833,333 shares of Company common stock, $0.01 par value, at a
price of $1.20 per share.

Under the Letter Agreement, Mr. Klein agreed to assume the
obligation to purchase 83,333 of these shares.  Mr. Klein
completed the purchase of the shares on Sept. 13, 2013, and paid
the purchase price of $100,000 to the Company.

As a result of Mr. Klein's purchase, the remaining number of
shares to be purchased by Mr. Gubin under the Purchase Agreement
has been reduced to 1,750,000 shares.

The proceeds from the sale to Mr. Klein will be utilized by the
Company to meet its working capital obligations.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.
The Company's balance sheet at June 30, 2013, showed $135.90
million in total assets, $133.50 million in total liabilities and
$2.39 million in total stockholders' equity.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


OVERSEAS SHIPHOLDING: Projections for Tanker & Barge Businesses
---------------------------------------------------------------
Overseas Shipholding Group, Inc., disclosed summary projections
for its International and US Flag tanker and barge businesses to
facilitate discussions among constituents in the Chapter 11
reorganization.  By providing guidance with respect to
management's current view of the business outlook, the Company
believes it will more rapidly be able to coalesce constituents
around a viable restructuring plan for the Company.  The
Presentation is available for free at http://is.gd/qQag1r

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATRIOT COAL: Has Leave to Conduct Rule 2004 Exam of Arch Coal
--------------------------------------------------------------
Pursuant to a stipulated order entered Sept. 19, 2013, by and
between Patriot Coal Corp., et al., the Official Committee of
Unsecured Creditors and Arch Coal, Inc., the U.S. Bankruptcy Court
for the Eastern District of Missouri approved on Sept. 20, 2013,
the debtors for leave to conduct discovery of Arch Coal.

Pursuant to Rule 2004 filed on Sept. 3, 2013, the Motion will be
resolved in this manner:

    * The Debtors and the Committee are granted leave to propound
discovery upon Arch pursuant to Federal Rule of Bankruptcy
Procedure 2004 ("Rule 2004"), in the form of a subpoena duces
tecum substantially in the form of Appendix A attached to the
Motion (the "Subpoena").  The Movants will serve the Subpoena by
email to counsel for Arch, which has been authorized to accept
such service.

    * Arch will respond to the Subpoena.  Subject to negotiations
on the scope of the Subpoena and any Arch objections to the
Subpoena, Arch will respond to the Subpoena in accordance with the
requirements of Rule 2004 and Rule 45(d)(1) of the Federal Rules
of Civil Procedure ("FRCP").  Arch will produce documents on a
rolling basis and will use reasonable efforts to complete the
production within 90 days after the scope of discovery has been
agreed upon or otherwise determined.  An objection to one aspect
of discovery will not stay the time for producing discovery that
is not subject to any objection.  Under no circumstances will Arch
be obligated to commence the production of documents until seven
business days after a protective order governing Arch's production
has been entered by the Court.  If Arch withholds subpoenaed
information under a claim that such information is privileged or
subject to protection as trial-preparation material, Arch will
prepare a privilege log, in accordance with FRCP 45(d)(2) and
applicable local rules.

    * The order is without prejudice to Arch's right to object to
the scope of the Subpoena based on FRCP 45(c)(2)(B) and, if such
objection cannot be resolved following the requisite meet and
confer, to move to quash or modify the Subpoena pursuant to FRCP
45(c)(3).

    * The order is without prejudice to the Debtors' and the
Committee's rights to move to compel production by Arch pursuant
to Rule 2004 and FRCP 45 if such dispute cannot be resolved.

    * Prior to the filing of a motion related to a dispute
concerning the Subpoena, or the subsequent document production,
the parties agree to meet and confer in an effort to resolve the
dispute without Court intervention.  If the parties cannot resolve
the dispute within five calendar days of the initial meet and
confer, then (i) any Party may file a motion and such motion will
be scheduled for a hearing and (ii) the Party may request that the
Court hear such dispute on an expedited basis.

    * The order is without prejudice to the Debtors and the
Committee's rights to seek other and/or further discovery pursuant
to Rule 2004 in connection with these Chapter 11 cases.

    * Documents or information produced by Arch in any proceedings
in this Court relating to these Chapter 11 cases, including, but
not limited to, any request or motion made pursuant to Rule 2004,
litigation, mediation, dispute, contested matter or adversary
proceeding (collectively, the "Proceedings") and documents and
information relating to Arch and its affiliates produced by third
parties in the Proceedings (collectively, "Arch Material"), may be
disclosed to Committee member the United Mine Workers of America
(the "UMWA") for use in furtherance of its fiduciary duties as a
Committee member only as follows: to (a) Frederick Perillo,
outside counsel for the UMWA, and his law firm, and any successor
outside counsel for the UMWA in this case and his or her law firm,
which successor outside counsel and successor outside counsel's
law firm will not have had any previous involvement in the
litigation against Arch captioned Lowe v. Peabody Holding Co. LLC,
No. 12-cv-06925 (the "West Virginia Action"); (b) the UMWA's
outside financial advisors in this case; and (c) Grant Crandall,
general counsel of the UMWA (collectively, the "UMWA Recipients").

    * The UMWA Recipients will not share or use Arch Material with
(i) any members, employees or board members of the UMWA, (ii) any
person or entity, including, without limitation, any UMWA counsel
and advisors, participating in the West Virginia Action, and (iii)
any other person or entity who is not entitled to receive Arch
Material pursuant to the terms of this Order; and the UMWA will
not use Arch Material outside the Proceedings, including, without
limitation, in connection with the West Virginia Action; provided,
however, that this paragraph will not apply to Arch Material that
(1) is lawfully known to the UMWA at the time of disclosure,
without obligation of confidentiality, (2) is independently
developed by the UMWA without reference to or use of the Arch
Material, (3) becomes known to the UMWA on a non-confidential
basis from another source, unless (A) the UMWA knows or reasonably
believes that such other source was subject to a confidentiality
restriction at that time or (B) that source acquired such Arch
Materials through discovery in the Proceedings, (4) is or becomes
part of the public domain through no wrongful act of the UMWA or
the UMWA Recipients, or (5) is disclosed publicly pursuant to any
judicial request or order, subpoena of any kind, or formal
regulatory request.

    * As a condition to receipt of Arch Material, the UMWA
Recipients will not (a) work on, participate in, or otherwise be
involved in the West Virginia Action, including without limitation
counseling or advising the UMWA, or (b) be party to or involved
with discussions or other communications about the West Virginia
Action with or among persons with any involvement in the West
Virginia Action on behalf of the UMWA.

                 Probe on Magnum Transactions

As reported in the TCR on Sept 5, 2013, the Debtors and the
Committee are investigating the formation and sale of Magnum Coal
Company and Patriot's 2008 acquisition of Magnum to determine,
inter alia, the impact of the assets and liabilities acquired in
the Merger on Patriot's financial condition.  According to papers
filed with the Court, investigation of the assets and liabilities
of the Debtors' estates would remain incomplete without discovery
from Arch Coal, Inc., and its subsidiaries.

"While Patriot is a creation of Peabody Energy Corporation, a
portion of its current assets and liabilities originated with Arch
and came to Patriot through the Merger," the Movants relate.
Thus, according to the Movants, understanding Arch's role in the
creation of Magnum, and Arch's process of selecting the assets and
liabilities the Debtors later acquired in the Merger, is essential
to an understanding of the Debtors' estates and potential causes
of action, whether arising from Peabody's 2007 spinoff of Patriot
or from the Merger".

The Debtors and the Committee therefore ask the Bankruptcy Court
to grant them leave to propound requests for documents from Arch
Coal.

The motion is scheduled for hearing on Sept. 24, 2013, at
10:00 a.m.

A copy of the Arch Rule 2004 Motion is available at:

         http://bankrupt.com/misc/patriotcoal.doc4576.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal 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 Disclosure Statement is expected to be
filed on or before Oct. 2, 2013, and the approval hearing is
currently scheduled for Nov. 6, 2013.


PATRIOT COAL: UMWA Rejected Healthcare Offer Comparable to Peabody
------------------------------------------------------------------
Peabody Energy on Sept. 23 disclosed that the United Mine Workers
of America had previously rejected an offer in settlement of all
claims with the UMWA, payable over 15 years, which could also have
been used to provide 3,100 Patriot Coal retirees with lifetime
healthcare benefits comparable to those of Peabody's active
corporate employees.

Senior Vice President of Global Investor and Corporate Relations
Vic Svec said that the settlement offer could have been used to
fund the newly-established Voluntary Employee Beneficiary
Association that will provide healthcare benefits to retirees in
the wake of Patriot's bankruptcy.

"UMWA President Cecil Roberts claims to be concerned about his
members," said Mr. Svec.  "So why did he not accept a settlement
amount large enough to provide 3,100 retirees with lifetime
healthcare benefits comparable with those of Peabody's active
corporate employees? The UMWA retirees who have been traveling to
St. Louis to rally for healthcare benefits have a right to know
that a good faith settlement offer was on the table, and that
union leadership rejected it."

Since Patriot's launch in 2007, Peabody has been funding Patriot's
healthcare obligations for some 3,100 retirees under contractual
agreement.  The mid-August offer was to settle all claims with the
UMWA and the union would not accept these terms, despite the fact
that Peabody's contractual obligation, at any level, has been
relieved by new agreements between Patriot Coal and the UMWA.

                       About Peabody Energy
Peabody Energy -- http://www.PeabodyEnergy.com-- is the world's
largest private-sector coal company and a global leader in
sustainable mining and clean coal solutions.  The company serves
metallurgical and thermal coal customers in more than 25 countries
on six continents.

                        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.


PERSONAL COMMUNICATIONS: Wants To Tap Richter as Financial Advisor
------------------------------------------------------------------
Personal Communications Devices, LLC, et al., ask the Bankruptcy
Court to permit them to employ Richter Consulting, Inc., as
financial advisor nunc pro tunc to the Petition Date.

Richter has been actively involved in the negotiation of the
specific terms for a prospective sale of the Debtors' assets,
including the extensive analysis the Debtors performed regarding
the Asset Purchase Agreement executed with Quality One Wireless,
LLC and Q1W Newco, LLC.

Richter has provided certain budgeting and financial analysis of
the Debtors' cash flows, analyses of the implications of various
bids, negotiations of bids, including analyses used as the basis
for the existing Quality One bid.

Prior to the Petition Date, the Debtors paid Richter $3,785,033.

The Debtors have agreed that the balance of the Retainers of
$613,508 is to be held by Richter as security during the pendency
of these Chapter 11 cases.

The customary hourly rates of Richter's professionals are:

          Partner                    $575 to 675
          Principal/Vice-President   $425 to 525
          Senior Associate           $375 to 425
          Associate/Analyst          $275 to 375

The Debtors will reimburse Richter for its necessary and actual
expenses related to the services to be rendered.

The Debtors believe that Richter (i) has no connection with the
Debtors, their creditors or other parties-in-interest in the case
except as may be set forth in the Barbieri Declaration, (ii) does
not hold any interest adverse to the Debtors' estate, and (iii) is
a "disinterested person" as defined within Sec. 101(14) of the
Bankruptcy Code.

                  About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Taps BG Strategic as Investment Banker
---------------------------------------------------------------
Personal Communications Devices, LLC, et al., are seeking
bankruptcy court authority to employ BG Strategic Advisors, LLC,
as investment banker nunc pro tunc to the Petition Date to assist
in the sale of their assets.

More specifically, BG Advisors has rendered and will continue to
render to the Debtors these services:

   1) identify prospective domestic and/or international buyers
      for the Debtors;

   2) coordinate the information flow, on-site visits and due
      diligence activities with interested parties; and

   3) negotiate favorable Transaction terms other than those terms
      negotiated by Richter Consulting, Inc., the Debtors'
      financial advisors.

The Debtors propose to pay BG Advisors a one-time $100,000 work
fee for August 2013.

They also propose a bonus fee for the firm: In the event Quality
One or Brighstar completes a transaction with the Debtors, BG
Advisors will be paid a fee of $1.8 million (the Flat Success Fee)
at closing.  In the event a party other than Quality One or
Brightstar completes a transaction with the Debtors, then BG
Advisors will be paid the Flat Success Fee and an Additional Bonus
equal to 12.5% of the Total Valuation in excess of the Quality One
Stalking Horse Bid.  In the event the Debtors become obligated to
pay the break-up fee and expense reimbursement to Quality One (in
accordance with the terms of the Stalking Horse APA), then BG
Advisors will forgo the Additional Bonus it would be due for the
first $5 million of Total Valuation.

BG Advisors will be entitled to reimbursement for all reasonable
and pre-approved travel expenses and other reasonable out-of-
pocket expenses incurred in connection with its retention.

The Debtors also seek to entitle BG Advisors to a $250,000 break-
up fee if the Debtors execute a letter of intent and then allow
the letter of intent to lapse or terminate with the potential
buyer.

Before the Petition Date, BG Advisors received $600,000 as
compensation for its services.

David Saperstaein, vice president of BG Advisors, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors' estates and that it is a "disinterested
person" as defined in Sec. 101(14) of the Bankruptcy Code.

                  About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Panel Wants Perkins Coie as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Bankruptcy
Court's permission to retain Perkins Coie LLP as counsel in all
matters related to Personal Communications Devices, LLC, et al.'s
Chapter 11 cases, nunc pro tunc to Aug. 26, 2013.

Essentially, Perkins Coie will assist, advise and represent the
Committee in its consultation with the Debtors relative to the
administration of the Chapter 11 cases.

Perkins Coie will charge for its legal services on an hourly basis
and for its actual and reasonable out-of-pocket disbursements
incurred.

It is anticipated that the primary attorneys who will represent
the Committee are Schuyler G. Carrol, whose current hourly rate is
$825; Tina N. Moss, whose current hourly rate is $750; Gary F.
Eisenberg, whose current hourly rate is $645; and Charles R.
Gibbs, Jr., whose current hourly rate is $340.

Other Perkins Coie attorneys and paraprofessionals may also
provide legal services on behalf of the Committee.  Their hourly
rates are:

              Partners and Of Counsel        $490 to $895
              Associates                     $315 to $550
              Paraprofessionals              $215 to $245

To the best of the Committee's knowledge, Perkins Coie is a
"disinterested person" as the phrase is defined in Sec. 101(14) of
the Bankruptcy Code.  None of the firm's attorneys hold or
represent any interest adverse to the Committee, the Debtors, or
any other party-in-interest.

The employment application was made by HTC America, Inc., solely
in its capacity as Committee Chair.  Counsel to HTC America are:

            REED SMITH LLP
            John L. Scott, Esq.
            Edward J. Estrada, Esq.
            559 Lexington Avenue
            22nd Floor
            New York, New York 10022
            jlscott@reedsmith.com
            eestrada@reedsmith.com

                  About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.



PERSONAL COMMUNICATIONS: Panel Seeks to Tap FTI as Fin. Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the cases of
Personal Communications Devices, LLC, et al., seeks authority from
the Bankruptcy Court to retain FTI Consulting, Inc., as financial
advisor nunc pro tunc to Aug. 26, 2013.

Among other things, FTI will provide financial advisory services
in the review of financial related disclosures; the analyses of
proposed financing or cash collateral use; the monitoring of the
Debtors' short term cash flow, liquidity and operating results;
and the analysis of avoidance actions.

FTI will be compensated on an hourly fee basis, plus reimbursement
of actual and necessary expenses incurred.

The customary hourly rates, subject to periodic adjustments,
charged by FTI professionals anticipated to be assigned to the
case are:

              Senior Managing Directors           $780 to 895
              Directors/Managing Directors        $570 to 755
              Consultants/Senior Consultants      $290 to 540
              Administrative/Paraprofessionals/
               Associates                         $120 to 250

Conor P. Tully assures the Court that his firm does not hold or
represent any interest adverse to the Debtors' estates.

                  About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Files Schedules of Assets & Liabilities
----------------------------------------------------------------
Personal Communications Devices, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of New York its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $247,952,684
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $107,049,999
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $117,049,999
                                  -----------    ------------
        TOTAL                    $247,952,684    $284,985,134


A copy of the Schedule of Assets & Debts is available for free at:

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

                  About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PLEASE TOUCH: S&P Lowers Rating on 2006 Revenue Bonds to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'CC' from 'BB-' on the Philadelphia Authority for
Industrial Development, Pa.'s series 2006 revenue bonds, issued
for the Please Touch Museum (PTM).  The outlook is negative based
on S&P's opinion that PTM could default within one year.

S&P understands that PTM management did not make the scheduled
Sept. 1, 2013, bond payment to the Trustee, which led the Trustee
to use the debt service reserve (DSR) to pay bondholders.  "We
believe that PTM's decision to not make the debt service payment
from available resources on Sept. 1, 2013, reflects management's
unwillingness to make full and timely payments of future debt
service, despite the presence of available resources," said
Standard & Poor's credit analyst Nick Waugh.

S&P estimates that the DSR currently holds $2.076 million and that
$3.6 million is in the trustee-held collateral fund.  The escrow
held resources (DSR and collateral fund) would cover debt service
through March 1, 2015, according to S&P's estimate, but the
resources are not sufficient to cover the Sept. 1, 2015, payment.
Management provided Standard & Poor's the DSR and collateral fund
levels as of Aug. 31, 2013; the trustee-held resources through
Sept. 1, 2015, are based on S&P's estimates.  In addition, S&P
believes that PTM has approximately $10.5 million in its Museum
fund, but management has not confirmed this amount.

PTM's decision to withhold debt service for the recent payment
leads S&P to believe that management will not make future debt
service payments in full.  S&P estimates that PTM has
approximately $58 million in debt outstanding.  S&P's belief that
PTM will ultimately default on its obligation led to the revision
to the 'CC' rating, which reflects S&P's expectation of a future
default, regardless of the timing of the default.  Management has
not shared information with Standard & Poor's regarding its
intentions to seek a negotiated settlement with bondholders.

The negative outlook reflects S&P's expectation that PTM could
seek and reach a negotiated settlement with bondholders for an
amount less than par within the next year.  S&P could revise the
outlook and raise the rating if management resumes paying full
debt service, however, S&P believes that is an unlikely scenario
given currently available information.


PONCE DE LEON: Taps Trans Indies Realty as Real Estate Broker
-------------------------------------------------------------
Ponce De Leon 1043, Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Trans Indies
Realty & Investment Corporation, as its real estate broker, and
act as exclusive Sales and/or Leasing Agent of its commercial
space located at Metro Plaza Building, at the intersection of
Ponce de Leon Avenue and Villamil Street, San Juan, Puerto Rico.

The firm will:

  * offer the property for sale in accordance with established
    practices;

  * assist the Debtors in any negotiations for the sale/leasing
    of the property;

  * advertise and offer the property at its own expense;

  * perform all duties of a real estate broker with respect to
    the property; and

  * provide the Debtor with information concerning the person
    and/or entities to which the Broker has offered the property.

In case of the sale of the property, TIRI will receive a
commission fee of five percent of the sale amount payable upon the
execution of the corresponding deed of sale.

In case of a lease, TIRI will receive a commission equal to the
amount of one month's rent for the first year lease and one half
of one month for the additional year of lease.

In case of renewal of lease agreement, TIRI will receive a
commission fee of one half of one month's rent for each year of
lease.

If a deposit is forfeited, TIRI will receive one half of the total
amount deposited as liquidated damages.

If within six months after the expiration of the contract, the
property be rented to a client that has seen it through the
efforts of TIRI, TIRI will receive the commission at the time that
the lease agreement is signed.

The firm's Adalgisa Gambedotti Carrasquillo assures the Court that
TIRI is a "disinterested person" and does not hold or represent an
interest adverse to the estate.

The Debtor's counsel may be reached at:

   Carmen Conde Torres, Esq.,
   C. Conde & Assoc.
   254 San Jose Street, 5th Floor
   Old San Juan, PR 00901
   Tel: (787) 729-2900
   Fax: (787) 729-2203
   E-mail: condecarmen@microjuris.com

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde
& Assoc., in Old San Juan, Puerto Rico, represent the Debtor as
counsel.


QUALTEQ INC: Appeal Over Limited Privileged Waiver Dismissed
------------------------------------------------------------
District Judge Amy J. St. Eve for the Northern District of
Illinois granted the request of Development Specialists, Inc. --
solely in its capacity as liquidator in the bankruptcy case of
Qualteq Inc., d/b/a/ VCT New Jersey, Inc., et al. -- dismissing a
pending appeal by Goldstein & McClintock LLLP.

On May 8, 2013, Goldstein & McClintock filed an appeal disputing
the Bankruptcy Court for the Northern District of Illinois' order
which granted the Chapter 11 trustee's Motion to Authorize Limited
Waiver of Privilege.  G&M described the issue on appeal as
follows: "Whether the Bankruptcy Court erred in concluding that
granting the [C]hapter 11 trustee's motion requesting
authorization to execute a limited privileged waiver was in the
best interests of the estate."

G&M is the former bankruptcy counsel for the debtors.  DSI, as
liquidator, has been conducting an investigation into G&M's
conduct and the fees that G&M incurred.  In furtherance of that
investigation, DSI's predecessor, Fred C. Caruso, waived the
attorney-client privilege held by the debtors prior to his
appointment as trustee for the debtors. Mr. Caruso "concluded that
the Waiver would facilitate an investigation of potential claims
for disgorgement or other causes of action against the [G&M and
others] that would maximize the value of the estates."

The Trustee also concluded that the Waiver would assist with the
U.S. Attorney's pending investigation into related matters as
well.  The Trustee effectuated the Waiver by executing the Limited
Waiver of Privilege, dated May 3, 2013.

On April 18, 2013, before he effectuated the Waiver, the Trustee
filed the Waiver Motion with the Bankruptcy Court to obtain its
approval of the Waiver.  On April 30, after hearing argument,
including from G&M, the Bankruptcy Court granted the Waiver
Motion.  The Bankruptcy Court then entered the Waiver Order that
is the subject of G&M's appeal.  The Waiver became effective on
May 22.

A copy of the Court's Sept. 3, 2013 Memorandum Opinion and Order
is available at http://is.gd/aTRvU5from Leagle.com.

Qualteq, Inc., is represented on appeal by Jeffrey M. Schlerf,
Esq., and Samuel Israel, Esq., at Fox Rothschild LLP; and Matthew
E. McClintock, Esq., at Goldstein & McClintock.

Development Specialists, Inc., solely in its capacity as
Liquidator in the Chapter 11 cases of Qualteq, Inc., is
represented by Micah R. Krohn, Esq. -- mkrohn@fgllp.com -- at
FrankGecker LLP.

Trustee Fred C. Caruso is represented by Frances Gecker, Esq.,
Joseph Daniel Frank, Esq., and Reed Heiligman, Esq. --
jfrank@fgllp.com , rheiligman@fgllp.com and fgecker@fgllp.com --
at FrankGecker LLP; and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  Eisneramper LLP serves as its accountants and
financial advisors.

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

At the request of Bank of America NA, the bankruptcy judge
appointed a Chapter 11 trustee in May 2012.  The case was
transferred to Chicago from Delaware in February 2012.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


RGR WATKINS: Creditor Wants Receiver to Forego Sec. 543 Compliance
------------------------------------------------------------------
CJUF III Atlas Portfolio LLC, as successor in interest to CSMI
Investors, LLC, as successor in interest to Bank of America, N.A.,
asks the U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, to issue an order excusing Richard A. DeLisle, in
his capacity as Court-appointed receiver for RGR Watkins, LLC,
from compliance with the turnover requirements of Sections 543(a)
and (b) of the Bankruptcy Code and to establish the powers and
duties of the receiver in the Chapter 11 case nunc pro tunc as to
the Petition Date.

Denise D. Dell-Powell, Esq. -- denise.dellpowell@burr.com -- at
Burr & Forman LLP, in Orlando, Florida, representing CJUF, asserts
that putting the property back under the control of the Debtor and
its principal would undo many of the advances made by the
Receiver, would be highly disruptive to the tenants, and is not in
the best interest of creditors.  According to Ms. Dell-Powell,
over the last 20 months, the receiver has stabilized the property,
evicted problem tenants, increased the occupancy, restricted
leasing to zoning-compliant tenants who pass background checks,
fixed the dilapidated state of the property, and used the rents to
reinvest in the property, not to pay fees to insiders.  During
those 20 months, the receiver has taken the property from a state
of disarray and dysfunction to an operative commercial center, she
adds.

CJUF  is also represented by Michael A. Nardella, Esq. --
mnardella@burr.com -- at BURR & FORMAN LLP, in Orlando, Florida.

RGR Watkins, LLC, filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-bk-12147) on Sept. 12, 2013, in
Tampa, Florida.  The petition was signed by Robert G. Roskamp as
manager.  The Debtor estimated assets and debts of at least $10
million.  The Debtor is represented by Elena P. Ketchum, Esq.
-- eketchum.ecf@srbp.com -- and Amy Denton Harris, Esq. --
aharris.ecf@srbp.com --  at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, FL, as counsel.


RGR WATKINS: Creditor Opposes Request to Use Cash Collateral
------------------------------------------------------------
CJUF III Atlas Portfolio LLC, as successor in interest to CSMI
Investors, LLC, as successor in interest to Bank of America, N.A.,
opposes RGR Watkins, LLC's motion for authority to use cash
collateral, complaining that the Debtor has provided no proposed
budget together with the motion and CJUF has no indication what
expenses the Debtor proposes to pay and how the Debtor proposes to
adequately protect CJUF.

CJUF, however, tells the Court that it consents to the use of the
cash collateral by the Receiver in accordance with the Receiver's
ordinary course of operations and in accordance with a budget
approved by the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division.

CJUF is represented by Denise D. Dell-Powell, Esq., and Michael A.
Nardella, Esq., at BURR & FORMAN LLP, in Orlando, Florida.

RGR Watkins, LLC, filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-bk-12147) on Sept. 12, 2013, in
Tampa, Florida.  The petition was signed by Robert G. Roskamp as
manager.  The Debtor estimated assets and debts of at least $10
million.  The Debtor is represented by Elena P. Ketchum, Esq.
-- eketchum.ecf@srbp.com -- and Amy Denton Harris, Esq. --
aharris.ecf@srbp.com --  at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, FL, as counsel.


RHINOCEROS VISUAL: Files to Halt Eviction
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rhinoceros Visual Effects & Design LLC, a producer of
computer animation for advertisers, filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 13-13016) on Sept. 17 to prevent
eviction from offices on Madison Avenue in Manhattan.  Rebranded
three years ago as Gravity, the company listed assets of $723,000
and debt totaling $9.1 million.

According to the report, the landlord claims being owed $465,000
and is holding a $350,000 security deposit.  The company said the
landlord didn't live up to an oral agreement to lower rent and
take back a floor that wasn't being used.  Otherwise, the company
said the business is "fundamentally strong."

The report notes that Bank Hapaolim BM has a secured claim for
$1.1 million.  Israel Discount Bank of New York claims $583,000,
according to a court filing.


RITE AID: Posts $32.8 Million Net Income for Second Quarter
-----------------------------------------------------------
Rite Aid Corporation reported net income of $32.82 million on
$6.27 billion of revenues for the 13 weeks ended Aug. 31, 2013, as
compared with a net loss of $38.76 million on $6.23 billion of
revenues for the 13 weeks ended Sept. 1, 2012.

For the 26 weeks ended Aug. 31, 2013, the Company reported net
income of $122.48 million on $12.57 billion of revenues as
compared with a net loss of $66.85 million on $12.69 billion of
revenues for the 26 weeks ended Sept. 1, 2012.

The Company's balance sheet at Aug. 31, 2013, showed $7.16 billion
in total assets, $9.48 billion in total liabilities and a $2.31
billion total stockholders' deficit.

"We posted excellent results in the second quarter, highlighted by
another quarter of net income and an all-time company record for
second-quarter Adjusted EBITDA," said Rite Aid chairman and CEO
John Standley.  "As we continue to improve our operational and
financial performance, we are also making tremendous progress in
transforming our more than 4,600 stores into true neighborhood
destinations for health and wellness, as indicated by our
successful launch of the wellness 65+ loyalty program for seniors,
a strong start to our flu immunization campaign and the completion
of our 1,000th wellness store remodel."

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

                        http://is.gd/JDSFXg

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROLLING MEADOWS: Fitch Affirms 'BB+' Rating on $17.85BB 2012 Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the $17,850,000
series 2012 bonds issued by Red River Health Facilities
Development Corporation, TX on behalf of Wichita Falls Retirement
Foundation Project, doing business as Rolling Meadows.  The Rating
Outlook is Stable.

Security

The bonds are secured by a Gross Revenues pledge and a mortgage.
In addition there is a Debt Service Reserve Fund, funded from
proceeds.

Key Rating Drivers

Solid Operating Performance: Rolling Meadows' operating ratio has
averaged 88.8% over the last four audited years. While operations
softened in 2012, with the operating ratio rising to 91.2%, due in
part to lower independent living (IL) occupancy, the operating
performance improved in the interim and remains a credit strength
at the current rating level.

Small Revenue Base: With total revenue of $8.8 million in 2012,
Rolling Meadows has the smallest revenue base among Fitch's rated
senior living credits. At this small size, volatility in operating
performance can occur from even the small changes in occupancy.

Elevated Debt Burden: Maximum annual debt service (MADS) as a
percentage of revenue is high at 13.8%, and compares unfavorably
with the 'BBB' rating category median of 12.9%. MADS coverage in
2012 of 1.4x was thin but improved to 2.0x in the six months ended
June 30, 2013, above the 'BBB' median of 1.8x.

Continued Liquidity Growth: At June 30, 2013, all of Rolling
Meadow's liquidity ratios where above Fitch's 'BBB' category
medians, with liquidity increasing steadily over the past five and
a half years.

Resurgence In IL Occupancy: IL occupancy, historically above 90%,
dropped to 86% in 2011 due to the departure of Rolling Meadows'
long-time marketing director and a higher level of turnovers.
However, with a new marketing director in place, IL occupancy has
been on a positive trend and reached 91.2% at June 30, 2013.

Rating Sensitivities

Maintenance of Historical Performance: Fitch expects that Rolling
Meadows will sustain levels of occupancy necessary to produce
strong levels of operating results and debt service coverage.
While some of Rolling Meadows' ratios are at or above the
investment grade levels, Fitch would want to see many of these
ratios exceed the medians to provide a level of financial cushion
to offset the risks associated with Rolling Meadows' small revenue
base. The pressure to maintain occupancy levels at 90% or above to
produce coverage remains a credit concern.

Credit Profile
Located in Wichita Falls, TX, Rolling Meadows is a type-D (rental)
continuing care retirement community with 170 independent living
units (ILUs) and 82 skilled nursing facility (SNF) beds in a gated
community on 25.2 acres of land. Rolling Meadows has its own home
health agency for residents, which provides assisted living
services for a fee.

Strong Operating Performance
Rolling Meadows' operating profile has historically been
characterized by good operating performance driven by strong
occupancy. The operating ratio has averaged 88.8% over the last
four audited years and stood at 81.3% and 83.1% in the six month
interim periods ending June 30, 2012 and 2013, respectively.
Although the operating ratio did deteriorate somewhat, from 85.3%
in 2009 to a still strong 91.2% in 2012, reflecting some recent
softness in IL occupancy, it is still extremely favorable to the
'BBB' rating median of 97.2%. Increases in IL occupancy through
the six month June interim periods account for the strong interims
operating ratios.

Margins have been at or above the 'BBB' rating category median,
with net operating margins mostly 22% and higher (with a dip to
17.3% in 2012), compared to the median of 9.5%, and operating
margins and excess margins at healthy levels in periods in which
good occupancy supported earnings. However, excess margins did
suffer in 2011 and 2012 as expenses, apparently unable to be
flexed down, continued to grow at 6% and 7%, while revenues,
impacted by the drop in occupancy, rose only 2% and 3%. During
those years Rolling Meadows produced excess margins of 2.6% and
1.4%, unfavorable to the 5.5% 'BBB' rating median.

Capital Update
Rolling Meadow completed a major renovation project of its central
building entrance, which is a three-story, vaulted ceiling atrium
that receives lots of sunlight. The project included the
rebuilding of the main dining room, the addition of a separate
coffee bar and lounge, and other upgrades to the main entrance, as
well as a handful of smaller projects around the campus. The
projects came in on time and on budget. Completion of the new
entrance is expected to aid marketing. No additional debt is
expected in the next two to three years.

Solid Liquidity
Unrestricted cash and investments have grown by 64% to $9.77
million over the past four and a half years. Part of the growth in
cash may be attributed to the generally low levels of capital
spending, which ranged between 9% and 26% of depreciation expense
until the recent front entrance project, which lifted capital
spending in 2012 and 2013 to nearly one times depreciation. As
cash and investments have grown, cash-related metrics have reached
and surpassed the 'BBB' rating medians.

In 2012, days cash on hand (DCOH) rose to 369.2 days, up from
361.4 days in 2011. Most recently, as of June 2013 DCOH hit 489.2
days, with cash to debt reaching 54.5%, and the cushion ratio
8.0x, both above their receptive 'BBB' medians of 50.9% and 6.6x.
These figures help mitigate some of the concerns over Rolling
Meadows' small revenue base.

Resurgence in IL Occupancy
Occupancy has historically been a strength, with IL occupancy
generally above 90%, but the departure of a long time marketing
director, who was well known in the community and handled much of
Rolling Meadows' advertising, coupled with higher than normal
turnover, caused occupancy to dip below 90% in 2011, to 86%.
However, with a new marketing director in place, and some changes
in marketing practices, for example, expanding advertising to
neighboring communities that had not been previously targeted,
occupancy has risen to 91.2% in the 2013 six month interim period.

Small Revenue Base
Rolling Meadows' small revenue base is a primary credit concern.
With total revenue of $8.8 million in 2012, Rolling Meadows has
the smallest revenue bases among Fitch's rated senior living
credits; Fitch's median revenue size for standalone continuing
care retirement communities is $23.6 million. The small revenue
size was felt as Rolling Meadows experienced flat resident revenue
growth over the last two years (just 3.3% over the two years) as a
result of a 6% drop in the number of occupied IL units in 2011
(from 162 to 152) and flat occupancy in 2012.

Elevated Debt Burden and Thin 2012 Coverage
Rolling Meadows' debt burden is high, with MADS as a percentage of
revenue at 13.8% in the six month interim period ending June 30,
2013, although this is an improvement from the even higher 16.4%
in 2008. Driven by the declining occupancy and hence slower
revenue growth, debt service coverage of 1.4x MADS was thin in
2012, and unfavorable to the 'BBB' rating median of 1.8x MADS. As
occupancy improved in the six month 2013 interim period MADS
coverage improved as well, rising to 2.0x.

Outstanding Debt Profile
Rolling Meadows has $17.85 million of traditional fixed-rate bonds
outstanding (series 2012). There are no swaps.

Disclosure:
Rolling Meadows covenants to deliver to EMMA audited financial
statements and utilization within 150 days of fiscal year end,
quarterly unaudited financial statements and utilization within 45
days of quarter end.


RURAL/METRO CORP: KPMG Hiring Approval Sought
---------------------------------------------
BankruptcyData reported that Rural/Metro filed with the U.S.
Bankruptcy Court a motion to retain KPMG (Contact: Melinda A.
Xanthos) as independent auditor at the following hourly rates:
partner at $450 to 625, director/senior manager at 375 to 575,
manager at 300 to 450, senior associate at 200 to 350 and
associate at 150 to 250.

The motion explains, "The Debtors have selected KPMG as their
independent auditors because of the firm's diverse experience and
extensive knowledge in the fields of accounting and bankruptcy.
KPMG has significant qualifications and experience as auditors.
The firm's experience in audit is widely recognized, and it
regularly provides such services to large and complex business
entities. Significantly, KPMG has extensive experience in
delivering audit services in Chapter 11 cases."

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.


SEGA BIOFUELS: Seeks to Employ McCallar as Bankruptcy Counsel
-------------------------------------------------------------
SEGA Biofuels, LLC, seeks authority from the U.S. Bankruptcy Court
for the Southern District of Georgia, Waycross Division, to employ
McCallar Law Firm as counsel.

C. James McCallar, Jr., Esq. -- mccallar@mccallarlawfirm.com --
will be paid $450 per hour, while Tiffany E. Caron, Esq. --
tiffany.caron@mccallarlawfirm.com -- will be paid $350 per hour.

The firm assures the Court that it 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 Debtor and its
estate.

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.


SINCLAIR BROADCAST: S&P Affirms 'BB-' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the 'BB-'
corporate credit rating on Hunt Valley, Md.-based U.S. TV
broadcaster Sinclair Broadcast Group Inc. (Sinclair).  The outlook
is stable.

At the same time, S&P affirmed its 'BB+' issue-level ratings on
Sinclair Television Group Inc.'s senior secured debt.  This
includes the proposed $1.25 billion of add-on senior secured
incremental term loans, which consist of a $50 million revolver
due 2018, a $200 million term loan A due 2018, and a $1 billion
term loan B due 2020.  The recovery rating of '1' indicates S&P's
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.  Sinclair Television Group is a
wholly owned subsidiary of Sinclair Broadcast Group Inc.

S&P expects Sinclair will use the proceeds from the incremental
term loans to fund its acquisitions of assets from Allbritton
Communications Co. and for general corporate purposes.

"The ratings on Sinclair reflect a "satisfactory" business risk
profile and an "aggressive" financial risk profile.  We view
Sinclair's business risk profile as satisfactory, according to our
criteria, because of its significant size, scale, and diversity as
one of the largest independent TV broadcasters, good EBITDA
margin, and strong conversion of EBITDA to discretionary cash
flow," said credit analyst Naveen Sarma.  "The rating also
reflects the long term structural changes in the consumption of
media, with viewers shifting to alternative media for news and
entertainment."

The stable rating outlook reflects S&P's expectation that barring
a significant decline in core revenue growth and profitability,
Sinclair will maintain debt to average eight-quarter EBITDA below
our threshold of 5.5x for the 'BB-' rating over the intermediate
term.

S&P could lower the rating if Sinclair adopts a more aggressive
financial policy that increases leverage through large debt-
financed acquisitions, shareholder-favoring measures, or
investment losses.  More specifically, S&P could lower the rating
if Sinclair's debt to average eight-quarter EBITDA rises above
5.5x on a sustained basis.

An upgrade, which S&P views as unlikely over the intermediate
term, would entail a less aggressive financial policy and
consistently lower leverage.


TERRA-GEN FINANCE: S&P Affirms B CCR & Alters Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Terra-Gen Finance LLC (TG Finance), and
revised the outlook to positive from stable.  S&P also affirmed
the rating on the company's $250 million secured term loan due
2017 (roughly $194 million outstanding) and secured $60 million
working capital facility due 2016 (with $35.3 million drawn as of
Aug. 31, 2013).  The recovery rating on the term loan and working
capital facility remains '2', indicating expectations for
substantial (70% to 90%) recovery of principal if a payment
default occurs.

"The outlook change reflects our view that the company could
continue to perform well above our current base case, which is
based on a conservative P90 projection for TG Finance's
predominately wind-based generating facilities," said Standard &
Poor's credit analyst Trevor D'Olier-Lees.

Performance for the past 18 months, driven by wind production
above P90 projections and an upturn in short-run-avoided-cost
(SRAC) pricing, has exceeded S&P's expectations.  SRAC power
prices are set by a formula based on natural gas prices, and 380
megawatts owned by TG Finance, accounting for 21% of distributions
through the debt term are exposed. Total distributions in 2012
from TG Finance's underlying assets were 33% above S&P's base
case, with CFADS-to-interest expense coverage of 2.84x compared
with its expectation of 1.41x.  With wind production continuing to
track above P90 levels and even more favorable SRAC prices due to
upward trending  natural gas prices, 2013 performance has improved
markedly, with distributions from projects 82% above S&P's
expectations.  This has led to trailing-12-month (TTM) CFADS-to-
interest coverage as of June 2013 of 3.49x compared with S&P's
expectation of 1.94x.  The strong performance has led to much
larger cash sweeps toward the term loan, reducing future interest
burden and outstanding principal.  The paydown of debt results in
meaningful improvement in credit measures, even if there is
downturn in future performance.

The positive outlook reflects the possibility that distributions
from the underlying projects could continue to outperform S&P's
base case, which would result in further paydown of the term loan
and improved credit measures.  Stronger-than-expected
distributions could be a result of wind generation above P90
projections and a continued increase or stabilization of SRAC
pricing. If performance improves to the point where CFADS-to-
interest coverage through the debt term is 1.75x, S&P would likely
upgrade the rating.  S&P would lower the ratings if CFADS-to-
interest coverage falls below 1.1x.  This would most likely be
driven by a sustained drop in wind resource across the portfolio,
but could also stem from higher O&M costs or lower SRAC pricing
due to the fact that the projects exposed represent about 21% of
distributable


SPIG INDUSTRY: Seeks to Employ Copeland Law Firm as Ch. 11 Counsel
------------------------------------------------------------------
Spig Industry, LLC, seeks authority from the U.S. Bankruptcy Court
for the Western District of Virginia, Roanoke Division, to employ
Copeland Law Firm, P.C., as attorney.

Robert T. Copeland, Esq., a member of Copeland Law Firm, P.C.,
will take a primary role in representing the Debtor.  Mr. Copeland
will be paid $300 per hour for his services.  He will be assisted
by paralegals to be paid $75 per hour.

Mr. Copeland assures the Court that it 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 Debtor and its
estate.  The firm has received an advance fee in the amount of
$7,700, plus costs of $1,213 for the filing fee on Sept. 11, 2013.
Of the advance fee, $1,162 have been charged and paid for
prepetition services.

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) on Sept. 11, 2013.  The Debtor is represented
by Robert Copeland, Esq., at COPELAND LAW FIRM, P.C., in Abingdon,
Virginia.


STOCKTON, CA: Judge Advances City Resident's Tax Challenge
----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that the
federal judge in charge of Stockton, Calif.'s bankruptcy case said
that a resident who wants to start a fight over a proposed tax
increase, which is on the city's November ballot, doesn't need to
ask him for permission first.

                     About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUN BANCORP: Appoints Sidney Brown as Chairman
-----------------------------------------------
Sun Bancorp, Inc., appointed Sidney R. Brown as Chairman of both
the Company and Sun National Bank.  Sidney Brown replaces Bernard
A. Brown, who was the Bank's founding Chairman and who retired,
effective as of the date of the Company's annual meeting in May of
this year.

Sidney Brown previously held the positions of vice chairman of the
Board of Directors of the Company and treasurer and secretary of
the Company.  He had served as treasurer and secretary of the
Company since 1990 and has been a director of the Company since
1990.  He has served as a director of the Bank since May 2002.
Sidney Brown currently serves as Chair of the Executive Committee
and a member of the ALCO/Investment Committee of both the Company
and the Bank.  Sidney Brown is also on the Technology Committee of
the Bank.  Sidney Brown is chief executive officer of NFI, a
premier integrated supply chain solutions company.

Bernard Brown retired as Chairman of the Board and a director of
the Company and the Bank in May of this year and was subsequently
appointed Director Emeritus of the Bank (with the title Chairman
Emeritus).  Bernard Brown was Chairman of the Board of Directors
of the Company and the Bank since the Bank's inception in 1985 and
has guided the Company and the Bank to a multi-billion dollar
financial services company.  Bernard Brown also serves as the
Chairman of the Board of Directors of NFI and President of
Vineland Construction Company.

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

As of June 30, 2013, the Company had $3.20 billion in total
assets, $2.94 billion in total liabilities and $261.66 million in
total shareholders' equity.


SURTRONICS INC: First-Citizens Objects to Cash Collateral Motion
----------------------------------------------------------------
First-Citizens Bank & Trust Company objects to Surtronics, Inc.'s
motion for authority to allow use of cash collateral, asking the
U.S. Bankruptcy Court for the Eastern District of North Carolina,
Raleigh Division, to deny the relief requested by the Debtor.

First-Citizens, a duly-scheduled creditor, asserts that the
protection offered by the cash collateral provisions are intended
to recognize the unique nature of cash collateral, and the risk to
the entity with an interest in the collateral, arising from the
dissipation or consumption of the collateral in a rehabilitative
effort in bankruptcy.  Provision of adequate protection is a
condition precedent to the use of cash collateral.

The Bank is represented by Paul A. Fanning, Esq. --
paf@wardandsmith.com -- and Tyler J. Russell, Esq. --
tjr@wardandsmith.com -- at Ward and Smith, P.A., in Greenville,
North Carolina.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.

Founded in 1965, Surtronics is in the business of providing
electroplating and anodizing services to base-metal alloys for use
across various industries, including but not limited to aerospace,
defense, medical, telecommunications, and automotive.  Surtronics'
primary production facility and corporate office are located in a
series of buildings at 4001 and 4025 Beryl Drive, and 508 Method
Road, Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at SHUMAKER,
LOOP & KENDRICK, LLP, in Charlotte, North Carolina.


SURTRONICS INC: Seeks to Pay $181,000 to Critical Vendors
---------------------------------------------------------
Surtronics, Inc., seeks authority from the U.S. Bankruptcy Court
for the Eastern District of North Carolina, Raleigh Division, to
make prepetition payments totaling approximately $181,000 to
vendors which provide goods and services necessary to operate its
business on a day to day basis.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.

Founded in 1965, Surtronics is in the business of providing
electroplating and anodizing services to base-metal alloys for use
across various industries, including but not limited to aerospace,
defense, medical, telecommunications, and automotive.  Surtronics'
primary production facility and corporate office are located in a
series of buildings at 4001 and 4025 Beryl Drive, and 508 Method
Road, Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at SHUMAKER,
LOOP & KENDRICK, LLP, in Charlotte, North Carolina.


SURTRONICS INC: Plan & Disclosure Statement Due Dec. 9
------------------------------------------------------
Surtronics, Inc., is required to file a Chapter 11 Plan and
accompanying disclosure statement by Dec. 9, 2013.  A status
hearing will be held on Sept. 12, at 11:30 AM.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.

Founded in 1965, Surtronics is in the business of providing
electroplating and anodizing services to base-metal alloys for use
across various industries, including but not limited to aerospace,
defense, medical, telecommunications, and automotive.  Surtronics'
primary production facility and corporate office are located in a
series of buildings at 4001 and 4025 Beryl Drive, and 508 Method
Road, Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at SHUMAKER,
LOOP & KENDRICK, LLP, in Charlotte, North Carolina.


THOMAS TAFFE: Court Won't Stop Stream Hill Park Foreclosure Sale
----------------------------------------------------------------
Bankruptcy Judge Gary Sprake denied the request of Thomas Michael
Taffe and Devony Louise Lehner for a stay pending their appeal
from the Bankruptcy Court's grant of relief from the automatic
stay, which allowed secured creditor First National Bank Alaska to
foreclose on the debtors' properties.

The Debtors owned real property in Homer, Alaska, known as Stream
Hill Park.  Stream Hill Park was envisioned as a planned community
with 72 residential lots and several common interest ownership
tracts dedicated to equestrian, dog park, hiking, and other uses.
FNBA funded the project through various phases, and after its loan
went into default, it scheduled a nonjudicial foreclosure sale for
the property.  The debtors express-mailed their chapter 11
bankruptcy petition (Bankr. D. Alaska Case No. 13-00199) to the
court one day prior to the scheduled sale.  The petition was not
delivered to the court until shortly after the foreclosure sale
had been conducted.  FNBA purchased the property through an offset
bid, but the debtor's bankruptcy petition was docketed before a
trustee's deed to FNBA could be executed.  FNBA sought, and was
granted, relief from stay so that it could cause the execution and
delivery of a trustee's deed of sale and otherwise enforce its
security interest in the Homer property.  The debtors filed their
notice of appeal after unsuccessfully seeking reconsideration from
the bankruptcy court.

A copy of the Court's Sept. 5, 2013 Memorandum is available at
http://is.gd/XZNDIPfrom Leagle.com.


UROLOGIX INC: Incurs $4.3-Mil. Net Loss in Fiscal 2013
------------------------------------------------------
Urologix, Inc., filed on Sept. 20, 2013, its annual report on Form
10-K for the fiscal year ended June 30, 2013.

Baker Tilly Virchow Krause, LLP, in Minneapolis, Minnesota,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring operating losses and negative
cash flows from operations, and needs additional working capital
to support future operations.

The Company reported a net loss of $4.3 million on $16.6 million
of sales in fiscal 2013, compared with a net loss of $4.7 million
on $17.0 million of sales in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $12.5 million
in total assets, $12.1 million in total liabilities, and
stockholders' equity of $420,000.

A copy of the Form 10-K is available at http://is.gd/NSXcok

Urologix, Inc., Urologix develops, manufactures, and markets non-
surgical, office-based therapies for the treatment of the symptoms
and obstruction resulting from non-cancerous prostate enlargement
also known as benign prostatic hyperplasia (BPH).


UNITEK GLOBAL: Amends Report on Thornton Engagement
---------------------------------------------------
UniTek Global Services, Inc., filed with the U.S. Securities and
Exchange Commission an amended report disclosing that, during the
Company's two most recent fiscal years and through the date of the
appointment of Grant Thornton LLP, neither the Company nor anyone
on its behalf consulted Grant Thornton regarding:

    (A) the application of accounting principles to a specified
        transaction, either completed or proposed, or the type of
        audit opinion that might be rendered on the Company's
        financial statements, and no written report or oral advice
        was provided to the Company that Grant Thornton concluded
        was an important factor considered by the Company in
        reaching a decision as to the accounting, auditing or
        financial reporting issue; or

    (B) any matter that was the subject of a "disagreement" or
       "reportable event" (within the meaning of Item 304(a) of
        Regulation S-K and Item 304(a)(1)(v) of Regulation S-K,
        respectively).

The engaged Grant Thornton as its independent registered public
accounting firm to audit the Company's 2013 financial statements.

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  As of Dec. 31, 2012,
the Company had $326.40 million in total assets, $278.10 million
in total liabilities and $48.30 million in total stockholders'
equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                             *   *    *

As reported by the TCR on June 11, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Blue Bell, Pa.-
based UniTek Global Services Inc. to 'D' from 'CCC'.  "The
downgrade follows UniTek's announcement that it did not make
a scheduled interest payment on May 29, 2013, on its senior
secured term loan due 2018, which we consider to be a default
under our timeliness of payments criteria," said Standard & Poor's
credit analyst Michael Weinstein.

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.


VADDA ENERGY: Incurs $444K Net Loss in First Quarter
----------------------------------------------------
Vadda Energy Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $443,934 on $65,293 of revenues for the
three months ended March 31, 2013, compared with net income of
$649,188 on $2.7 million of revenues for the same period last
year.

"Total revenues decreased $2,678,801 to $65,293 for the first
three months of 2013 from $2,744,094 for the 2012 quarter, due to
the recognition of turnkey drilling revenue during the first
quarter of 2012, and to decreased natural gas and oil sales.

"The total net loss of $443,934 for the first quarter of 2013
represents a consolidated net loss, which includes a net loss of
$152,928 attributable to Mieka LLC.  The net income for the 2012
quarter was attributable to net turnkey drilling income recognized
on two wells drilled by two joint ventures and a third party.
That 2012 total net income of $649,188 represents a consolidated
net income that includes net income of $377,628 attributable to
Mieka LLC.  Mieka LLC is a variable interest entity that is not
owned by the Company, but which shares common control.  Due to
Mieka LLC's ownership and dependence upon the Company and its
subsidiaries for its cash flows, its financial information is
required to be consolidated with Vadda's and Mieka's financial
statements under variable interest entity accounting."

The Company's balance sheet at March 31, 2013, showed $4.6 million
in total assets, $7.2 million in total liabilities, and a
stockholders' deficit of $2.6 million.

As of March 31, 2013, the Company had a working capital deficit of
$5,465,531, a working capital deficit of $4,965,172, and an
accumulated deficit of $8,503,694.  The Company had negative cash
flows from operating activities of $279,023 for the three months
of 2013, compared to $368,355 for the three months ended March 31,
2012.

A copy of the Form 10-Q is available at http://is.gd/znBqD3

Flower Mound, Texas-based Vadda Energy Corporation (OTC US: VDDA)
is an independent developer and producer of natural gas and oil,
with operations in Pennsylvania, Kentucky, and New York.


VALLEJO, CA: District Court Rules in "Wilson" Suit
--------------------------------------------------
District Judge John A. Mendez for the Eastern District of
California granted, in part, and denied, in part, the motion for
judgment on pleadings filed by defendants City of Vallejo, Robert
Nichelini, M. Thompson, D. Joseph, M. Nicol, J. Jaksch, and B.
Clark in the lawsuit brought by TOBY WILSON, Plaintiff, v. CITY OF
VALLEJO; M. THOMPSON; D. JOSEPH; M. NICOL; J. JAKSCH; B. CLARK;
ROBERT NICHELINI, and DOES 1-15, inclusive, Defendants, No. 2:12-
cv-00547-JAM-CKD (E.D. Calif.).

The Defendants argue they are entitled to judgment because
Plaintiff Toby Wilson's lawsuit is barred by the City's Chapter 9
bankruptcy case.  The Plaintiff opposes the motion.

The action arises from the Plaintiff's allegations that the
Defendants deprived him of his constitutional rights in violation
of 42 U.S.C. Sec. 1983.  The Plaintiff's claims arise out of
events that occurred on July 17, 2010.

The City filed for bankruptcy on May 23, 2008.  The Bankruptcy
Court ordered that Aug. 16, 2010, would be the deadline by which
any proofs of claim against the City needed to be filed to be
timely.  On Aug. 4, 2011, the Bankruptcy Court approved the City's
plan for adjustment of debts.  The effective date for the plan was
Nov. 1, 2011.  The Plaintiff filed the Complaint in the District
Court on Feb. 29, 2012.

The District Court held that the Defendants' Motion for Judgment
on the Pleadings is granted as to the Plaintiff's claims against
the City and the officers in their official capacities. Those
claims are dismissed with prejudice.  The Defendants' motion is
denied to the extent it seeks to dismiss the claims against the
officers in their individual capacities.

Plaintiff Toby Wilson is represented by Dewitt Marcellus Lacy,
Esq., and John L. Burris, Esq., at Law Offices of John L Burris.

The Defendants are represented by Furah Z. Faruqui, Esq., City of
Vallejo; and Mark A. Jones, Esq., at Jones & Dyer.

A copy of Judge Mendez's Sept. 5 order is available at
http://is.gd/yMX4xDfrom Leagle.com.

                      About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.

A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.


VIVARO CORP: Seeks Plan Filing Extension; Probes Avoidance Claims
-----------------------------------------------------------------
Vivaro Corp. et al ask the U.S. Bankruptcy Court to further extend
their exclusive periods to file and solicit plan votes to Dec. 29,
2013 and Feb. 28, 2014, respectively, without prejudice to seek
further extensions of the Exclusive Periods.

Since the entry of the Third Exclusivity Extension Order, the
Debtors, in close consultation with the Committee, have continued
the task of transitioning their business to the purchaser of their
assets pursuant to the terms of a transition services agreement.
The transitioning of the business has been subject to the
Purchaser's negotiations with the Federal Communications
Commission.  Those discussions have been ongoing.  There are
numerous valuable assets remaining with the Debtors' estates
following the Asset Sale, including half of the net proceeds of a
$2.35 million note, accounts receivable litigation with claims
totaling approximately $16.5 million, and avoidance actions,
including a total of $51.5 million in potentially preferential
transfers made in the 90 days prior to the Petition Date and
approximately $34 million in transfers made while the Debtors were
insolvent.

Now that the Asset Sale has been consummated, the Debtors are
focused on the monetization of the Remaining Assets.  In
particular, the Debtors have settled, subject to Court approval,
certain of the A/R Litigations through the use of mediation on
terms very favorable to the Debtors and their estates, and the
Debtors are hopeful that the remaining A/R Litigations, which are
currently in various stages of mediation, will result in similarly
favorable results at minimal expense to the Debtors' estates.

Since the entry of the Third Exclusivity Order, the Debtors have
also sent out demand letters seeking the return of preferential
transfers and have settled, subject to Court approval, several
such matters on terms favorable to the Debtors and their estates.

In addition, the Debtors and the Committee are scheduled to meet
with the target of the largest Avoidance Action in the hope of
obtaining a swift and beneficial resolution to that claim.

The Debtors anticipate that the monetization of the Remaining
Assets will result in sufficient proceeds to fund a liquidating
plan, but the monetization of the Remaining Assets, particularly
the litigations, will take time.  Absent the monetization of most
of the Remaining Assets, the Debtors will not have sufficient
funds to confirm a plan.

In light of the Debtors' substantial progress to date towards
monetizing their assets, and in accordance with the various
factors considered by the courts, the Debtors said ample cause
exists to further extend the Exclusive Periods and the extensions
are in the best interests of the Debtors' estates.

                      About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


VPR CORP: Court Clears Co. to Sell Assets to COG, Stanolind
-----------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge has cleared oil and gas driller VPR Corp. to sell
its assets to two buyers who are paying a total of $25 million.

                        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.


WATERSTONE AT PANAMA: Withdraws Bid to Use Cash Collateral
----------------------------------------------------------
Waterstone at Panama City Apartments, LLC, has withdrawn its
request to extend the order authorizing the limited use of cash
collateral and granting adequate protection.

As reported in the Troubled Company Reporter on Sept. 9, 2013,
Waterstone at Panama City Apartments, LLC, asked the U.S.
Bankruptcy Court for the District of Nebraska to further extend
the order authorizing the Debtor to use the cash collateral
securing its prepetition indebtedness to Lenox Mortgage XVIII,
LLC.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor disclosed $26,159,064 in assets and $26,120,989 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Edward E. Wilczewski, manager.


WATERSTONE AT PANAMA: Lenox Wants Exclusivity Terminated
--------------------------------------------------------
Secured creditor Lenox Mortgage XVIII LLC objects to Waterstone at
Panama City Apartments, LLC's request for extension of the
Debtor's exclusive periods to file a disclosure statement and
plan.

Motions to extend exclusivity should not be granted routinely nor
cavalierly but only when extraneous factors make the exclusive
period insufficient.  The party requesting an extension of the
exclusivity period has the burden of establishing good cause.

For an extension to be granted, the movant must show some special
circumstances which merit an extension of time beyond
Congressional policy, according to Lenox.  In this case, Lenox
continued, most of the relevant factors dictate that the Debtor is
not entitled to an extension of the exclusivity period.  Also, the
Debtor cannot meet its burden of establishing good cause
warranting an extension of the exclusivity period, and there are
no special circumstances in this case which merit an extension.

Lenox also argues that the Debtor is not a large entity with a
complex financial structure.  To the contrary, this is a single
asset real estate case, and the Debtor merely owns one apartment
complex in Florida. The Debtor has no employees, and there are no
stockholders.  This case is essentially a two-party dispute
between the Debtor and Lenox, and there are no other significant
creditors in this case other than Lenox.

Lenox also contends there has been no good faith progress toward
reorganization, and in the four months after the Petition Date
(the Debtor's statutory exclusivity period), there have been
virtually no efforts to formulate a plan of reorganization.  Based
on the Debtor's counsel's fee applications filed in the case, the
Debtor and its counsel spent only 1.7 total hours on the Debtor's
plan and disclosure statement through the month of July 2013.  In
its Motion to Extend Exclusivity, the Debtor and its counsel
suggest that they have been spending their time on cash collateral
issues and Lenox's motion to dismiss.  These suggestions are
meritless.

Lenox pointed out it resolved its cash collateral issues with the
Debtor on April 30, 2013.  Also, while Lenox did file its Motion
to Dismiss on July 8, Lenox only took four depositions in
connection with its Motion to Dismiss, and two of the depositions
were of Tapestry's directors who have no involvement in the
Debtor's reorganization strategy.

The Debtor's counsel only took one deposition in connection with
Lenox's Motion to Dismiss.  Lenox said the Debtor has had ample
time over the past five months to prepare a disclosure statement
and plan, and the cash collateral issues early in the case and
Lenox's Motion to Dismiss are no excuse for the Debtor's complete
lack of effort to formulate a plan of reorganization.

Lenox also pointed out that the Debtor is and always has been
operating at a significant net loss.  To compound the Debtor's
cash flow difficulties, it has not made any attempts to obtain
cash from any third parties and, in fact, cannot accept funds from
any investors because the Debtor would lose its real estate tax
exemption.  The Debtor's pre-petition financials and post-petition
operating reports show that the Debtor does not generate income
sufficient to pay all required operating expenses and necessary
capital expenditures, let alone fund a Chapter 11 plan of
reorganization which pays all administrative expenses and provides
a dividend to the Debtor's unsecured creditors.

Lenox also contends that the Debtor's apartment complex is being
grossly mismanaged.  Due to the Debtor's inadequate income, the
Debtor is failing to pay necessary expenses to properly maintain
and improve its property, including but not limited to
maintenance, landscaping, exterminating, and marketing expenses.

Moreover, the Debtor has failed to adequately insure its property,
and the property is currently underinsured by approximately
$7,000,000 pursuant to the Debtor's contractual obligations owed
to Lenox.

There is no creditors' committee in this case.  Likewise, there
are no unresolved contingencies which could affect the Debtor's
disclosure statement and/or plan, Lenox said.

A Telephonic Hearing on the motion to extend exclusivity period
and the objection is set for Oct. 7, 2013 at 10:00 a.m.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor disclosed $26,159,064 in assets and $26,120,989 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Edward E. Wilczewski, manager.


WAVE SYSTEMS: Amends At Market Sales Agreement with MLV & Co.
-------------------------------------------------------------
Wave Systems Corp., entered into an amendment to its At Market
Issuance Sales Agreement with MLV & Co., dated Jan. 30, 2012,
pursuant to which the Company, from time to time, may issue and
sell through MLV, acting as the Company's sales agent, shares of
the Company's Class A common stock.  The Amendment was entered
into in connection with the Company's filing of a new Registration
Statement on Form S-3, which was declared effective on Sept. 12,
2013.  The Company's board of directors has authorized the
issuance and sale of shares of the Company's Class A common stock
under the Sales Agreement for aggregate gross sales proceeds of up
to $15,000,000.

On Sept. 16, 2013, the Company entered into a software development
and license agreement with a counterparty, pursuant to which the
Company acquired a license of certain software and related
intellectual property rights from the Licensor.  Upon execution of
the License Agreement, and as part of the consideration payable by
the Company under the License Agreement, the Company issued to the
Licensor 372,578 unregistered shares of the Company's Class A
common stock.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at June 30, 2013,
showed $10.28 million in total assets, $20.06 million in total
liabilities and a $9.77 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WESTINGHOUSE SOLAR: Stockholders Elect Four Directors
-----------------------------------------------------
Westinghouse Solar, Inc., held its annual meeting of stockholders
on Sept. 19, 2013, at which the stockholders:

   (1) elected Edward L. Bernstein, Mark L. Kalow, Ron Kenedi and
       Edward Roffman as directors, to serve until the 2014 Annual
       Meeting of Stockholders or their successors are elected and
       qualified;

   (2) approved and adopted an amendment to the Company's
       Certificate of Incorporation to change the name of the
       Company from "Westinghouse Solar, Inc." to "Andalay Solar,
       Inc.";

   (3) approved and adopted an amendment to the Company's
       Certificate of Incorporation to increase the number of
       authorized shares of Common Stock from 100 million to 500
       million;

   (4) approved and adopted an amendment to the Company's 2006
       Incentive Stock Plan to increase the number of shares of
       Company common stock reserved for issuance under the Plan
       from 3,000,000 to 50,000,000;

   (5) ratified and approved the appointment of Burr Pilger Mayer,
       Inc., as the Company's independent registered public
       accounting firm for the year ending Dec. 31, 2013;

   (6) approved the executive compensation of the Chief Executive
       Officer; and

   (7) approved a three year frequency of conducting future
       advisory votes on executive compensation.

After considering the preferences expressed at the annual meeting,
the Company's Board of Directors may determine to hold future non-
binding, advisory votes on executive compensation every three
years, so that the next such vote will be held at its 2016 Annual
Meeting of Stockholders.  Under section 14A(a)(2) of the
Securities Exchange Act of 1934, as amended, the Company will hold
another vote on the frequency of stockholder votes on the
compensation of executives no later than its 2019 Annual Meeting
of Stockholders.

A copy of the Form 8-K is available for free at:

                        http://is.gd/5p30vk

                          About Westinghouse

Campbell, Cal.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

As of June 30, 2013, the Company had $3.04 million in total
assets, $5.30 million in total liabilities, $247,761 in series C
convertible redeemable preferred stock, $545,000 in series D
convertible redeemable preferred stock, and a $3.05 million total
stockholders' deficit.


WESTMORELAND COAL: Copy of 2013 Investor Presentation
-----------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission a copy of an investor presentation containing,
among other things, an overview of the Company, Company timeline
and investment highlights.  The 2013 Investor Presentation is
available for free at http://is.gd/qdjyhk

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $943.01 million in total assets, $1.22 billion in total
liabilities and a $286.53 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WESTMORELAND COAL: J. Gendell Held 13.2% Equity Stake at Sept. 12
-----------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Jeffrey L. Gendell and his affiliates disclosed that
as of Sept. 12, 2013, they beneficially owned 1,922,713 shares of
common stock of Westmoreland Coal Company representing 13.2
percent of the shares outstanding.  Mr. Gendell previously
reported beneficial ownership of 2,173,224 common shares or 14.9
percent equity stake as of Aug. 9, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/ydXQik

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $943.01 million in total assets, $1.22 billion in total
liabilities and a $286.53 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WESTWAY GROUP: S&P Rates $270MM Senior Secured Loan 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
New Orleans-based Westway Group LLC's $270 million senior secured
term loan B due 2020 and a $30 million revolving credit facility
due 2018.  S&P also assigned its '3' recovery rating to the
senior secured debt.  The outlook is stable.

"We view the project's liquidity features as 'adequate' to support
overall funding needs," said Standard & Poor's credit analyst Nora
Pickens.

Westway is a limited-purpose entity that provides bulk liquid
storage, with a focus on agricultural and chemical end markets.
Westway is 100% indirectly owned by EQT, a EUR19 billion private
equity manager with industrial-focused investments.  The project
is capitalized with $179 million of equity and $270 milion of
debt.  Westway operates 19 bulk liquid storage terminals across a
geographically diverse footprint, primarily with a focus on niche
commodities including biodiesel, agricultural products, and
chemicals.

The recovery rating of '3' on the secured term loan indicates that
S&P expects a meaningful recovery, between 50% and 70%, if a
default occurs.

The stable outlook on the rating reflects S&P's expectation that
the market for Westway's storage products will remain stable for
the next 12 to 18 months.  S&P could raise the rating if the
project signs new, longer-dated storage agreements with
creditworthy counterparties such that contracted cash flow raises
DSCRs above 3x.  S&P could lower the rating if sector fundamentals
deteriorate or competition from regional or overseas facilities
erode storage pricing significantly, such that DSCRs fall below
1.5x, thus increasing the risk of refinancing when the term loan
comes due in 2020.


XZERES CORP: To Issue 300,000 Shares to Consultant
--------------------------------------------------
Xzeres Corp. registered with the U.S. Securities and Exchange
Commission 300,000 shares of common stock issuable under its
Consulting Agreement with Bryan Clark.

The Company's common stock is quoted on the OTCQB under the symbol
"XPWR" and the last reported sale price of the Company's common
stock on Sept. 18, 2013, was $0.56 per share.

A copy of the Form S-8 registration statement is available at:

                        http://is.gd/VGL69p

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.  As of May 31, 2013, the Company had
$4.88 million in total assets, $8.25 million in total liabilities
and a $3.37 million total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


YOUNG OIL: CEO Slapped With Mail Fraud Charges
----------------------------------------------
The Times Union reports that Anthony L. Young, the CEO of Young
Oil, a bankrupt southern Kentucky oil company, has been charged
with scamming investors into giving him money for three oil
partnerships in Kentucky and Tennessee.  Mr. Young is accused of
soliciting $750,000 from investors for a trio of oil drilling
partnerships -- identified as Prospects 54, 55 and 56 -- with
three potential wells in each prospect.

According to the report, the charges are the latest in a long-
running legal saga enveloping the businessman and his company.
The latest case charges Young with mail fraud and using the mail
to employ deceptive devices in connection with the purchase and
sale of a security. The charges stem from allegations that Young
coerced an investor in North Carolina to send $30,000 in September
2008 to help offset the $750,000 cost of drilling the wells.
Prosecutors say Young never invested the money in the wells.

Young Oil Corporation sought chapter 11 protection (Bankr. W.D.
Ky. Case No. 09-10907) on May 19, 2009, is represented by Scott A.
Bachert, Esq., in Bowling Green, Ky., and estimated less than
$10 million in assets and more than $50 million in debts in its
Chapter 11 petition.


YRC WORLDWIDE: CEO James Welch to Serve as Pres. of YRC Freight
---------------------------------------------------------------
YRC Worldwide Inc. announced that in addition to his
responsibilities as chief executive officer of YRC, James Welch
will assume the responsibilities as president of YRC Freight.  He
succeeds Jeff Rogers, who is no longer with the company.

"On behalf of the entire YRCW Board of Directors, management team
and entire employee base, I want to thank Jeff for his service at
Holland and YRC Freight," said Welch.

Mr. Welch has served as CEO of YRCW since July 2011 and has a
history with YRCW that spans more than 30 years.  He began his
career at Yellow Transportation, the predecessor company of YRC
Freight, where he served for 29 years, the last seven as president
and CEO.  During his leadership, Yellow Transportation grew from
$2.5 billion in revenue to $3.5 billion.

"While the regional companies (Holland, Reddaway and New Penn)
continue to provide best-in-class service and more than market
competitive margins, we recognize that we have additional work to
do at YRC Freight and we are committed to taking the necessary
steps to move our business forward.  Our first priority will be
working through the recent optimization of the YRC Freight
network, which was designed to enhance the consistent, reliable,
quality service that our customers expect and deserve," Mr. Welch
stated.

Under Mr. Welch's direction, YRCW has returned to its North
American, less-than-truckload roots, nearly doubled its adjusted
EBITDA, continued to de-risk the company's balance sheet through
letter of credit reductions, and has substantially grown into its
capital structure.  "From our drivers to our office personnel, I
have gotten to know many of the YRC Freight team members on a
personal basis through the years.  I am eager to work with the
team as we continue to build a company focused on safety, customer
service and profitability.  Now it is time to strengthen our
commitment to our customers and deliver on our promise to further
enhance and improve our service," said Mr. Welch.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of June 30, 2013, the
Company had $2.17 billion in total assets, $2.81 billion in total
liabilities and a $641.5 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


Z TRIM HOLDINGS: Edward Smith Held 71% Equity Stake at Sept. 18
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that as of Sept. 18, 2013, they beneficially owned
33,151,284 shares of common stock of Z Trim Holdings, Inc.,
representing 71 percent of the shares outstanding.  Mr. Smith
previously reported beneficial ownership of 32,448,427 shares or
69.9 percent equity stake as of Aug. 20, 2013.   A copy of the
regulatory filing is available at http://is.gd/1YJyBk

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $5.60 million in total
assets, $8.85 million in total liabilities and a $3.25 million
total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


* No Judicial Estoppel After Chapter 13 Payments Done
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a cause of action accrues after an individual
completes payments under a Chapter 11 plan, the doctrine of
judicial estoppel doesn't apply even though the claim arose before
the discharge was granted, according to U.S. District Judge Curtis
L. Collier in Chattanooga, Tennessee.

According to the report, the relevant events played out as
follows: Chapter 13 plan confirmed; payments completed; bankrupt
injured at work one month later; bankrupt fired by employer;
discharge granted; lawsuit filed against employer.

The report notes that the employer sought dismissal of the suit on
grounds of judicial estoppel, for failure to have listed the claim
among assets in the bankruptcy.  In his Sept. 18 opinion, Judge
Collier said the bankrupt "could not have benefited from
concealing this claim."

The report discloses that indeed, he was unable to modify the plan
because payments already had been made before the injury giving
rise to the potential claim against the employer.  Because
payments were completed before the claim arose, judicial estoppel
didn't apply, Collier ruled.

The case is Crankshaw v. CSX Transportation Inc., 11-cv-00377,
U.S. District Court, Eastern District of Tennessee (Chattanooga).


* JPMorgan Fined $389 Million for Deceptive Credit Card Practices
-----------------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
federal regulators on Sept. 19 slapped JPMorgan Chase with $389
million in penalties for deceiving millions of customers into
buying costly and unneeded services when they signed up for credit
cards.

According to the report, the nation's largest bank will pay $309
million to reimburse about 2.1 million consumers who were duped
into paying for credit monitoring and other add-ons between
October 2005 and June 2012. Those consumers enrolled in and paid
for identity theft protection products but did not receive the
full benefit of the products, according to the Office of the
Comptroller of the Currency.

The bank regulator hit JPMorgan with an additional $60 million
civil penalty based, in part, on the scope and duration of the
violations, the report related.  The OCC also is requiring the
bank to take a number of corrective measures, including developing
a better risk-management program for consumer products marketed or
sold by JPMorgan or its vendors.

In coordination with the OCC, the Consumer Financial Protection
Bureau levied a separate $20 million penalty in the case, the
report added.

"We continue to be vigilant in pursuit of those who deceive
consumers or treat them unfairly," Richard Cordray, director of
the CFPB, said in a statement, the report further related.
"Consumers deserve better, and we intend to help them achieve
that."


* 2013 FDIC Lawsuit Filings Exceeding Levels in Prior Years
-----------------------------------------------------------
This year's Federal Deposit Insurance Corporation litigation
activity associated with failed financial institutions is already
exceeding that of the previous three years.  According to
Characteristics of FDIC Lawsuits against Directors and Officers of
Failed Financial Institutions?September 2013, a new report by
Cornerstone Research, the FDIC has filed at least 32 D&O lawsuits
as of August 8, 2013, compared with annual totals of 26 in 2012,
16 in 2011, and two in 2010.

This year's increase in lawsuits stems from financial institution
failures between the third quarter of 2009 and the third quarter
of 2010, when failures were most common. Of the 32 lawsuits filed
so far in 2013, nine were against institutions that failed in 2009
and the remaining 23 were against institutions that failed in
2010.  Additional lawsuits are expected to be filed through the
rest of the year, given the three-year statute of limitations for
tort lawsuits and the likely existence of tolling agreements
allowing the FDIC additional time to determine if it will file a
lawsuit.

"As expected, the FDIC's filing of D&O lawsuits has picked up this
year," said Catherine J. Galley, a senior vice president of
Cornerstone Research and one of the report's authors.  "Of the
institutions that failed in 2009 and 2010?the peak years of the
FDIC's seizures?the directors and officers of nearly one third
have been sued or negotiated settlements with the FDIC prior to
the filing of a lawsuit.  We expect this will increase as the year
progresses."

Key Findings:

       * Of the 76 filed lawsuits, 10 have settled and one has
          resulted in a jury verdict.  Three settlements have
          occurred this year, with four in 2012, and three in
          2011.

       * Chief executive officers continue to be the most
          commonly named defendants.  They have been named in 88
          percent of all filed complaints and 28 of the 32
          lawsuits in 2013.  Filed complaints named outside
          directors, along with inside directors, in 75 percent of
          all filed complaints and 24 of the 32 lawsuits filed in
          2013.

       * To date, the FDIC has claimed damages of $3.6 billion in
          the 69 lawsuits that have specified a damages amount.
          Average damages amounted to $53 million, with a median
          value of $27 million.  Lawsuits filed in 2013 have had a
          lower average claim than lawsuits filed in 2011 and
          2012.  In the aggregate, the largest claims have related
          to the failure of California institutions, while the
          largest number of D&O lawsuits have targeted failed
          institutions in Georgia.

       * The directors and officers of 57, or 41 percent, of the
          financial institutions that failed in 2009 either have
          been the subject of FDIC lawsuits or have settled claims
          with the FDIC prior to the filing of a lawsuit. That
          compares with 39, or 25 percent, so far for institutions
          that failed in 2010.

       * FDIC seizures of financial institutions continued to
          decline in 2013 compared with 2012. After only four
          seizures in the first quarter of 2013, there were 12 in
          the second quarter and four in the third quarter through
          August 27, 2013. In total, the FDIC has seized 20
          institutions so far in 2013 compared with 51 in 2012.
          Since 2007, 488 financial institutions have failed.


* FriendFinder's Chapter 11 Pushes Global Default Tally to 58
-------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that the
global tally of corporate defaults rose to 58 issuers last week
after Penthouse magazine publisher FriendFinder Networks Inc.
filed for Chapter 11 bankruptcy protection, according to Standard
& Poor's Ratings Services.


* Road to Municipal Financial Distress Varies by City
-----------------------------------------------------
Reuters reported that Detroit, Chicago and three other U.S. cities
fell into financial distress for a variety of reasons, according
to analyses of financial data released on Thursday.

According to the report, the Center for State and Local Government
Leadership at Virginia's George Mason University examined a
handful of the most troubled cities, along with Baltimore, which
despite a population drop and high poverty levels is on a solid
financial footing.

Detroit, which made the biggest municipal bankruptcy filing in
U.S. history on July 18, wound up in bankruptcy court due largely
to its steep population drop, cuts in state aid and collapsing
real estate values, the report said.

Chicago's issues leading to steep cuts to its credit ratings are
rooted in large measure in its high labor costs, while San
Bernardino in California is seeing tight times chiefly because of
a flawed city charter and inhospitable state politics, the study
found.

Detroit wound up in bankruptcy court because, while its revenue is
higher than other Michigan cities on a per capita basis, there was
not enough cash to cover services. High debt and pension costs
also contributed.


* 2nd Cir. Appoints Julie Ann Manning as D. Conn. Bankruptcy Judge
------------------------------------------------------------------
The Second Circuit Court of Appeals appointed Bankruptcy Judge
Julie Ann Manning to a fourteen-year term of office in the
District of Connecticut, effective September 9, 2013 (vice,
Murphy-Weil, retired).

          Honorable Julie Ann Manning
          U.S. Bankruptcy Court
          Connecticut Financial Center
          157 Church Street, 18th Floor
          New Haven, CT 06510

          Telephone: 203-773-2717
          Fax: 203-773-2079

          Kathleen S. Mooney
          Judicial Assistant
          Telephone: 203-773-2717

          Donna-Marie J. Woodstock
          Law Clerk
          Telephone: 203-773-2717

          Term expiration: September 8, 2027


* Anderson Kill Scoops Up 5 Attys From Boutique Firm
----------------------------------------------------
Anderson Kill on Sept. 16 announced that four partners and one
associate from Deeb Blum Murphy Frishberg & Markovich, P.C., a
boutique law firm with offices in Philadelphia, PA and Princeton,
NJ, are joining the firm's Philadelphia office.

The DBMFM attorneys offer a blend of litigation, transactional and
estate and tax counsel, serving a variety of entrepreneurs and
local and national entities in a broad range of industries,
including financial, energy, retail, construction, manufacturing,
and communications. Known for their personal service and strategic
counsel, the partners joining Anderson Kill have won numerous
honors and recognition from their peers and community.

Peter J. Deeb is a trial attorney with a sterling track record
representing clients in all facets of commercial litigation,
employment litigation, and tort defense. For more than 25 years,
he has served as counsel for leasing companies, banks,
corporations, and other business entities, including individual
entrepreneurs. He has represented clients in breach of contract,
interference with contract, unjust enrichment, and fraud
litigation, and in employment matters including restrictive
covenants such as non-compete and non-solicitation clauses and
discrimination claims. While focused primarily on litigation, Mr.
Deeb also counsels clients in the review and revision of
employment agreements, portfolio purchase agreements, program
agreements, and master lease agreements.

Stephen H. Frishberg concentrates his practice in the areas of
estate planning and administration, corporate, real estate, and
tax planning. Mr. Frishberg is AV Preeminent Peer Review rated by
Martindale-Hubbell and has served as Chair of the Pennsylvania Bar
Association's Montgomery County Orphans' Court Rules Committee,
and also as chair of its Probate and Tax Section. He is a past
board member of the Philadelphia Estate Planning Council and
recipient of their 2003 Mordecai Gerson Meritorious Service Award.

Inez M. Markovich concentrates her practice in business
reorganization and bankruptcy, commercial finance transactions,
debt restructuring, creditors' rights, and financial services
regulation. Ms. Markovich represents commercial banks, leasing
companies, and other financial institutions in all aspects of
secured lending, asset-based lending, syndicated lending,
commercial leasing, credit enhancement transactions, and bank
regulatory matters. She has also played significant roles
representing secured and unsecured creditors in a variety of
complex bankruptcy matters. Ms. Markovich was named a Super
Lawyers "Rising Star" in multiple years, most recently 2013. She
was also named a "Person to Watch," as one of 10 young community
leaders making an impact on the Philadelphia region, by Inside
magazine; as a "40 Under 40" winner by Philadelphia Business
Journal; and as a "Lawyer on the Fast Track" by The Legal
Intelligencer.

Frank G. Murphy represents businesses in transactional matters as
well as in commercial litigation on behalf of banks, construction
companies, real estate developers, municipalities, and many other
businesses and organizations. He is an experienced litigator who
aggressively represents clients in breach of contract, non-
compete, mechanics liens, and workout litigation in State and
Federal Court. Mr. Murphy's transactional practice includes the
negotiation and documentation of loan deals, leases, and real
estate matters. His municipal representation covers land
development as well as general transactional and litigation
matters. Mr. Murphy has served as a member of the Board of
Directors of a municipal authority, is the Solicitor for the
Parking Authority of the City of Chester, Delaware County, and has
served as an elected municipal official.

One DBMFM associate is also joining Anderson Kill. Kevin G.
McDonald focuses on commercial litigation and bankruptcy and
reorganization in state and federal court.

"We have great esteem for the work of the DBMFM attorneys, who are
known as exceptional litigators while offering clients the kind of
in-depth counsel and personal attention that clients seek in a
boutique," said Pamela Hans, managing shareholder of Anderson
Kill's Philadelphia office. "Their work in the financial, energy
and construction industries in particular is a great fit with our
client base, and they add impressive depth and versatility to our
Philadelphia team."

"We're thrilled to be joining Anderson Kill, which shares our
culture of client service and close collaboration among practices
while providing the national reach and practice depth that will
enable us to take our service to clients to new levels," said
Peter Deeb.

The DBMFM attorneys begin work at Anderson Kill on October 1st.

                      About Anderson Kill

Anderson Kill practices law in the areas of Insurance Recovery,
Commercial Litigation, Environmental Law, Estate, Trusts and Tax
Services, Corporate and Securities, Antitrust, Bankruptcy, Real
Estate and Construction, Public Law, Government Affairs, Anti-
Counterfeiting, Employment and Labor Law, Captives, Intellectual
Property, Corporate Tax, and Health Reform. Recognized nationwide
by Chambers USA for Client Service and Commercial Awareness, and
best-known for its work in insurance recovery, the firm represents
policyholders only in insurance coverage disputes - with no ties
to insurance companies and has no conflicts of interest.  Clients
include Fortune 1000 companies, small and medium-sized businesses,
governmental entities, and nonprofits as well as personal estates.
Based in New York City, the firm also has offices in Ventura, CA,
Stamford, CT, Washington, DC, Newark, NJ, and Philadelphia, PA.

For more information, please contact:

Carol A. Ueckerman
Anderson Kill
Communications/Marketing Manager
cueckerman@andersonkill.com
(212) 278-1339


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN            126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ALSWF US          126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   OU1 GR            126.4      (13.6)     (13.3)
ACCELERON PHARMA   XLRN US            48.4      (19.9)       6.2
ADVANCED EMISSIO   OXQ1 GR            87.0      (42.3)     (18.0)
ADVANCED EMISSIO   ADES US            87.0      (42.3)     (18.0)
ADVENT SOFTWARE    AXQ GR            824.6     (114.8)    (202.7)
ADVENT SOFTWARE    ADVS US           824.6     (114.8)    (202.7)
AIR CANADA-CL A    AC/A CN         9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    AIDIF US        9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AC/B CN         9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AIDEF US        9,238.0   (3,470.0)    (452.0)
AK STEEL HLDG      AKS US          3,772.7     (181.0)     473.3
AK STEEL HLDG      AK2 TH          3,772.7     (181.0)     473.3
AK STEEL HLDG      AKS* MM         3,772.7     (181.0)     473.3
AK STEEL HLDG      AK2 GR          3,772.7     (181.0)     473.3
ALLIANCE HEALTHC   AIQ US            528.2     (131.1)      64.8
AMC NETWORKS-A     9AC GR          2,460.3     (680.1)     735.0
AMC NETWORKS-A     AMCX US         2,460.3     (680.1)     735.0
AMER AXLE & MFG    AXL US          3,008.7     (101.6)     345.2
AMER AXLE & MFG    AYA GR          3,008.7     (101.6)     345.2
AMR CORP           AAMRQ US       26,216.0   (8,216.0)  (1,034.0)
AMR CORP           AAMRQ* MM      26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU   AMLN US         1,998.7      (42.4)     263.0
ANGIE'S LIST INC   ANGI US           111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL GR            111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL TH            111.8      (11.9)      (9.4)
ARRAY BIOPHARMA    ARRY US           136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 GR            136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 TH            136.0      (21.9)      70.7
AUTOZONE INC       AZO US          6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 GR          6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 TH          6,783.0   (1,532.3)    (657.7)
BENEFITFOCUS INC   BNFT US            54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR             54.8      (43.9)      (3.6)
BERRY PLASTICS G   BERY US         5,045.0     (251.0)     550.0
BERRY PLASTICS G   BP0 GR          5,045.0     (251.0)     550.0
BIOCRYST PHARM     BO1 GR             39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 TH             39.9       (9.0)      21.6
BIOCRYST PHARM     BCRX US            39.9       (9.0)      21.6
BOSTON PIZZA R-U   BPZZF US          156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPF-U CN          156.7     (108.0)      (4.2)
BROOKLINE BANCRP   BB3 GR          5,150.5       (8.5)       -
BROOKLINE BANCRP   BRKL US         5,150.5       (8.5)       -
BRP INC/CA-SUB V   B15A GR         1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   BRPIF US        1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   DOO CN          1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO   B1F GR            505.5       (8.5)     188.3
BUILDERS FIRSTSO   BLDR US           505.5       (8.5)     188.3
CABLEVISION SY-A   CVC US          7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVY GR          7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   CZR US         26,844.8     (738.1)     833.8
CAESARS ENTERTAI   C08 GR         26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR   CALD US           123.1       (2.2)       2.8
CALLIDUS SOFTWAR   CSQ GR            123.1       (2.2)       2.8
CAPMARK FINANCIA   CPMK US        20,085.1     (933.1)       -
CC MEDIA-A         CCMO US        15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM    CYCL US         1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CHH US            562.7     (520.0)      75.1
CHOICE HOTELS      CZH GR            562.7     (520.0)      75.1
CIENA CORP         CIE1 GR         1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH         1,727.4      (83.2)     763.4
CIENA CORP         CIEN TE         1,727.4      (83.2)     763.4
CIENA CORP         CIEN US         1,727.4      (83.2)     763.4
COMVERSE INC       CNSI US           844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR            844.8       (9.4)      (6.1)
CONATUS PHARMACE   CNAT US             5.3       (2.5)       1.0
DELTA AIR LI       DAL US         45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       OYC GR         45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       DAL* MM        45,772.0   (1,184.0)  (5,880.0)
DENDREON CORP      DNDN US           576.9     (100.5)     246.8
DEX MEDIA INC      DXM US          3,701.0       (6.0)     361.0
DIAMOND RESORTS    DRII US         1,073.5      (81.3)     682.4
DIAMOND RESORTS    D0M GR          1,073.5      (81.3)     682.4
DIRECTV            DIG1 GR        20,921.0   (5,688.0)     622.0
DIRECTV            DTV US         20,921.0   (5,688.0)     622.0
DIRECTV            DTV CI         20,921.0   (5,688.0)     622.0
DOMINO'S PIZZA     DPZ US            468.8   (1,328.8)      73.7
DOMINO'S PIZZA     EZV GR            468.8   (1,328.8)      73.7
DOMINO'S PIZZA     EZV TH            468.8   (1,328.8)      73.7
DUN & BRADSTREET   DB5 GR          1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DB5 TH          1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DNB US          1,838.5   (1,188.4)    (174.3)
DYAX CORP          DYAX US            70.7      (37.0)      43.0
DYAX CORP          DY8 GR             70.7      (37.0)      43.0
EVERYWARE GLOBAL   EVRY US           340.7      (53.6)     134.8
FAIRPOINT COMMUN   FRP US          1,606.4     (400.5)      19.6
FERRELLGAS-LP      FGP US          1,440.6      (29.0)       9.9
FERRELLGAS-LP      FEG GR          1,440.6      (29.0)       9.9
FIFTH & PACIFIC    LIZ GR            846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US            846.2     (213.7)     (64.6)
FIREEYE INC        FEYE US           139.5      (45.0)     (13.1)
FOREST OIL CORP    FOL GR          1,913.7      (67.4)    (129.4)
FOREST OIL CORP    FST US          1,913.7      (67.4)    (129.4)
FREESCALE SEMICO   1FS GR          3,129.0   (4,583.0)   1,235.0
FREESCALE SEMICO   FSL US          3,129.0   (4,583.0)   1,235.0
GENCORP INC        GCY GR          1,411.1     (366.9)      27.9
GENCORP INC        GCY TH          1,411.1     (366.9)      27.9
GENCORP INC        GY US           1,411.1     (366.9)      27.9
GLG PARTNERS INC   GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0     (285.6)     156.9
GLOBAL BRASS & C   6GB GR            576.5      (37.0)     286.9
GLOBAL BRASS & C   BRSS US           576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US           78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ CN             78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US          2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US         27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH GR         27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH TH         27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN   5HD GR          6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   HDS US          6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HOV US          1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HO3 GR          1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US           110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP TQ             1.0      (16.2)      (8.9)
INCONTACT INC      DKF GR              -        (86.5)       -
INCONTACT INC      SAAS US             -        (86.5)       -
INCYTE CORP        ICY TH            334.2      (27.8)     210.4
INCYTE CORP        ICY GR            334.2      (27.8)     210.4
INCYTE CORP        INCY US           334.2      (27.8)     210.4
INFOR US INC       LWSN US         6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   INSY US            22.2      (63.5)     (70.0)
INSYS THERAPEUTI   NPR1 GR            22.2      (63.5)     (70.0)
IPCS INC           IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU   JE US           1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   JE CN           1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   1JE GR          1,505.7     (215.4)     (97.4)
L BRANDS INC       LTD GR          6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH          6,072.0     (861.0)     613.0
L BRANDS INC       LTD US          6,072.0     (861.0)     613.0
LIN MEDIA LLC      L2M GR          1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      LIN US          1,221.8      (63.5)     (97.2)
LIPOCINE INC       LPCN US             0.0       (0.0)      (0.0)
LORILLARD INC      LO US           3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LLV TH          3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LLV GR          3,335.0   (1,855.0)   1,587.0
MANNKIND CORP      MNKD US           212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 TH           212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 GR           212.4     (152.4)    (234.6)
MARRIOTT INTL-A    MAQ TH          6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAR US          6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAQ GR          6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO   MBII US            25.6      (47.8)     (12.8)
MDC PARTNERS-A     MD7A GR         1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MDCA US         1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MDZ/A CN        1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A    MEG US            739.6     (206.4)      30.6
MERITOR INC        MTOR US         2,477.0   (1,059.0)     278.0
MERITOR INC        AID1 GR         2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA   MACK US           107.3      (58.3)      28.2
MONEYGRAM INTERN   MGI US          5,075.8     (148.2)      30.1
MORGANS HOTEL GR   M1U GR            580.7     (163.7)       9.9
MORGANS HOTEL GR   MHGC US           580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US          1,280.0     (437.3)       -
NANOSTRING TECHN   NSTG US            30.5       (2.0)      10.9
NATIONAL CINEMED   XWM GR            952.5     (224.6)     128.8
NATIONAL CINEMED   NCMI US           952.5     (224.6)     128.8
NAVISTAR INTL      IHR GR          8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH          8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US          8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   NKTR US           412.8      (40.5)     144.1
NEKTAR THERAPEUT   ITH GR            412.8      (40.5)     144.1
NYMOX PHARMACEUT   NYMX US             1.8       (7.4)      (1.9)
NYMOX PHARMACEUT   NY2 GR              1.8       (7.4)      (1.9)
NYMOX PHARMACEUT   NY2 TH              1.8       (7.4)      (1.9)
ODYSSEY MARINE     OMEX US            29.2       (5.6)     (16.0)
OMEROS CORP        3O8 GR             23.1      (12.3)      10.4
OMEROS CORP        OMER US            23.1      (12.3)      10.4
OMTHERA PHARMACE   OMTH US            18.3       (8.5)     (12.0)
PALM INC           PALM US         1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDL TH            401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDL GR            401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDLI US           401.4       (1.3)      46.7
PHILIP MORRIS IN   4I1 TH         37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PMI SW         37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1CHF EU      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM US          37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1 TE         37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM FP          37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1EUR EU      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 GR         37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR     PHMO34 BZ      37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A   PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US         1,102.0      (70.2)     194.4
PLY GEM HOLDINGS   PG6 GR          1,102.0      (70.2)     194.4
PROTECTION ONE     PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US           474.4      (42.0)      99.0
QUINTILES TRANSN   QTS GR          2,426.7   (1,322.3)     217.5
QUINTILES TRANSN   Q US            2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A   RETA GR         2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC* MM         2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC US          2,608.4     (697.9)     (21.2)
RENAISSANCE LEA    RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC       PRM US            208.0      (91.7)       3.6
REVLON INC-A       REV US          1,269.7     (632.4)     180.6
REVLON INC-A       RVL1 GR         1,269.7     (632.4)     180.6
RITE AID CORP      RAD US          7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RTA GR          7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US           303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US          1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   S7V GR          1,925.8     (294.4)     503.5
SILVER SPRING NE   9SI TH            506.9      (86.7)      69.5
SILVER SPRING NE   9SI GR            506.9      (86.7)      69.5
SILVER SPRING NE   SSNI US           506.9      (86.7)      69.5
SUNESIS PHARMAC    SNSS US            50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN TH            50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR            50.6       (5.8)      15.3
SUPERVALU INC      SJ1 TH          4,691.0   (1,084.0)       2.0
SUPERVALU INC      SJ1 GR          4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU US          4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU* MM         4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS    TU8 GR          3,369.8     (191.4)       -
TAUBMAN CENTERS    TCO US          3,369.8     (191.4)       -
THRESHOLD PHARMA   NZW1 GR           104.5      (25.2)      80.0
THRESHOLD PHARMA   THLD US           104.5      (25.2)      80.0
TOWN SPORTS INTE   T3D GR            414.5      (43.7)     (14.3)
TOWN SPORTS INTE   CLUB US           414.5      (43.7)     (14.3)
TROVAGENE INC-U    TROVU US            9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US          2,062.9     (441.1)    (266.6)
ULTRA PETROLEUM    UPM GR          2,062.9     (441.1)    (266.6)
UNISYS CORP        UISCHF EU       2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS1 SW         2,275.8   (1,536.0)     412.2
UNISYS CORP        UISEUR EU       2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS US          2,275.8   (1,536.0)     412.2
UNISYS CORP        USY1 GR         2,275.8   (1,536.0)     412.2
UNISYS CORP        USY1 TH         2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD   VGR GR          1,069.5     (129.5)     384.8
VECTOR GROUP LTD   VGR US          1,069.5     (129.5)     384.8
VENOCO INC         VQ US             695.2     (258.7)     (39.2)
VERISIGN INC       VRSN US         2,524.8     (273.9)     312.7
VERISIGN INC       VRS TH          2,524.8     (273.9)     312.7
VERISIGN INC       VRS GR          2,524.8     (273.9)     312.7
VIRGIN MOBILE-A    VM US             307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US           334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR          1,310.8   (1,561.1)     (84.7)
WEIGHT WATCHERS    WTW US          1,310.8   (1,561.1)     (84.7)
WEST CORP          WT2 GR          3,462.1     (819.5)     338.0
WEST CORP          WSTC US         3,462.1     (819.5)     338.0
WESTMORELAND COA   WLB US            933.6     (281.6)     (11.1)
XERIUM TECHNOLOG   XRM US            600.8      (35.1)     123.8
XOMA CORP          XOMA TH            76.9      (16.9)      46.5
XOMA CORP          XOMA GR            76.9      (16.9)      46.5
XOMA CORP          XOMA US            76.9      (16.9)      46.5
YRC WORLDWIDE IN   YRCW US         2,172.5     (641.5)     105.5



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***