TCR_Public/130927.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 27, 2013, Vol. 17, No. 268

                            Headlines

1243 WEST: Voluntary Chapter 11 Case Summary
1ST THESSALONIANS: Case Summary & 9 Largest Unsecured Creditors
75 EAST 125TH: Case Summary & 20 Largest Unsecured Creditors
ACREX INC: Case Summary & 10 Unsecured Creditors
AEROVISION HOLDINGS: Case Dismissal Hearing Continued to Nov. 13

AGFEED INDUSTRIES: Plante & Moran Hiring Approval Sought
AIG LIFE: Fitch Rates Three Junior Debentures at Low-B
ALLIED IRISH: Completes Non-Core Loan Deleveraging Plan
AMERICAN AIRLINES: 2nd Cir. Examines Make-Whole Premium
AMERICAN AIRLINES: Seeks Names of U.S. Merger Suit Sources

AMERICAN AIRLINES: Customer Suit Delayed Until DOJ Action Resolved
AMERICAN AIRLINES: Plan May Be Formally Approved on Sept. 30
ANYTHINGIT INC: D'Arelli Pruzansky Raises Going Concern Doubt
ARETE HOLDINGS: Ceases Operations; Iron Mountain Named Custodian
ATARI INC: Unsecured Creditors Land 25% Settlement Plan

AURORA DIAGNOSTICS: Mood's Lowers CFR to Caa2; Outlook Negative
AVIATION CAPITAL: Fitch to Place Rating on Planned $350-Mil. Notes
AVOCH LLC: Case Summary & 4 Unsecured Creditors
B.L.A.M. LLC: Voluntary Chapter 11 Case Summary
BELLWEST HOLDINGS: Asks Court to Dismiss Chapter 11 Case

BRODY MINING: Case Summary & 3 Unsecured Creditors
CAESARS ENTERTAINMENT: Subsidiaries to Offer $500MM Senior Notes
CANOVA'S KITCHEN: Case Summary & 14 Unsecured Creditors
CARIBBEAN INTERNATIONAL: Case Summary & Creditors List
CLIFTON CONSTRUCTION: Voluntary Chapter 11 Case Summary

CODA HOLDINGS: Nov. 1 Confirmation Hearing on Liquidation Plan
COGI LLC: Case Summary & 7 Largest Unsecured Creditors
COLUMBUS EXPLORATION: Court Dismisses Involuntary Petition
CONSTELLATION ENTERPRISES: Revenue Slump Cue Moody's Downgrades
CONTOUR INC: Goes Into Receivership

CHRYSLER GROUP: Rising Medical Bills Behind Push for IPO
CVR REFINING: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
DESERT DESTINY: Case Summary & 8 Unsecured Creditors
DETROIT, MI: Bankruptcy Judge Delays Hearing on Swaps Deal
DETROIT, MI: Accident Victim Not Exempt from Stay on Lawsuits

DEVONSHIRE PGA: Schedules Oct. 16 Plan Disclosure Hearing
DEVONSHIRE PGA: Meeting to Form Creditors' Panel on Oct. 3
E-REWARDS INC: Moody's Assigns 'B2' Corp. Family Rating
E-REWARDS INC: S&P Assigns Preliminary 'B' CCR; Outlook Stable
EASTMAN KODAK: Asks Court to Approve Post-Confirmation Table

EASTMAN KODAK: Wins Approval of Agreement to Assume RSW Contracts
EASTMAN KODAK: Seeks Court Approval to Expand PwC Services
EASTMAN KODAK: Asks Court to Approve Post-Confirmation Table
ECOTALITY INC: Court Approves Bidding Procedures
ECOTALITY INC: Has Interim Authority to Obtain Nissan DIP Loans

ECOTALITY INC: Taps Parker Schwartz as Local Bankruptcy Counsel
ECOTALITY INC: Taps Kurtzman Carson as Claims & Noticing Agent
ECOTALITY INC: Section 341(a) Meeting Set on October 22
EDISON MISSION: Has Until Dec. 31 to Decide on Leases
ENERGY XXI: Moody's Rates New $500MM Senior Unsecured Notes 'B3'

FINJAN HOLDINGS: Files Patent Infringement Lawsuit vs. Websense
FORUM ENERGY: S&P Assigns 'BB' CCR; Outlook Stable
FRIENDFINDER NETWORKS: Files Plan; No Liquidation Analysis Yet
GAMES & THINGS: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: Raises $4.5 Billion in Debt Placement

GREAT NORTHERN: Ch.7 Trustee Wants to Terminate 401(k) Plan
GREENBROOK ASSOCIATES: Case Summary & 6 Unsec. Creditors
GRS CORPORATION: Voluntary Chapter 11 Case Summary
HERON LAKE: Inks Indenture with U.S. Bank
HIGHWAY TECHNOLOGIES: To Liquidate in Chapter 7

HORNBECK OFFSHORE: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
IDERA PHARMACEUTICALS: Offering Common Stock & Warrants
IMMUCOR INC: Moody's Retains B3 CFR Following Term Loan Repricing
INTERNATIONAL FOAM: Voluntary Chapter 11 Case Summary
IRISH BANK RESOLUTION: Has Interim Reprieve From Borrower Suits

ISC8 INC: Appoints Simon Williams as Director
IVANHOE RANCH: Voluntary Chapter 11 Case Summary
J O AND SONS: Case Summary & 16 Largest Unsecured Creditors
JERRY'S NUGGET: Nov. 16 Hearing on Trustee Appointment Vacated
JMC STEEL: Poor Performance Prompts Moody's to Lower CFR to B3

JOHN D. OIL: Plan Contemplates Private Sale of Assets
KEYWELL LLC: Case Summary & 20 Largest Unsecured Creditors
LAFAYETTE YARD: Files Chapter 11 to Sell New Jersey Hotel
LAFAYETTE YARD: Case Summary & 20 Largest Unsecured Creditors
LEARFIELD COMMUNICATIONS: S&P Assigns 'B' Corp. Credit Rating

LILY GROUP: Voluntary Chapter 11 Case Summary
LIGHTSQUARED INC: Seeks Approval to Pay Special Committee Members
MANN'S PAINT: Case Summary & 20 Largest Unsecured Creditors
MCDONALD BROTHERS: Case Summary & 3 Largest Unsecured Creditors
MDU COMMUNICATIONS: Maturity of $30MM Loan Extended to Dec. 31

MERIDIAN REAL ESTATE: Case Summary & 4 Unsecured Creditors
MERCANTILE BANCORP: Agrees with Investors Agree on $23MM Sale
MFM DELAWARE: Wins More Plan Exclusivity to Complete Sale Process
MFM DELAWARE: Has Until Dec. 24 to Decide on Unexpired Leases
MICHAELS STORES: Stockholders Elect New Director

MIDTOWN SCOUTS: Court Consolidates Proceedings on Richey Claim
MODERN PRECAST: One-Member Liquidating Trust Committee Approved
MONTANA MIDWEST: Voluntary Chapter 11 Case Summary
MONTICELLO COMPANIES: Case Summary & 12 Unsecured Creditors
MONTREAL MAINE: Railroad Has Several Buyers Lining Up

MORGAN INDUSTRIES: Oct. 28 Hearing on Case Conversion or Dismissal
MSD PERFORMANCE: Minority Lenders Seek Bona-Fide Reorganization
NET TALK.COM: Chief Financial Officer Bill Rodriguez Retires
NET TALK.COM: Vicis Capital Held 74.4% Equity Stake at June 6
NNN CYPRESSWOOD: Plan Disclosure Statement Fails to Past Muster

ONEWEST BANK: Rights Transfer No Impact on Moody's Ratings
ORANGE REGIONAL: Moody's Affirms Ba1 Ratings on Long-Term Bonds
OSAGE ENVIRONMENTAL: Drilling Waste Hauler Files in Corpus Christi
OVERSEAS SHIPHOLDING: Projections Depress Stock and Bond Prices
OVERSEAS SHIPHOLDING: Exclusive Periods Extension Approved

PACIFIC GOLD: Magna Group Held 9.6% Equity Stake at Sept. 18
PACIFIC FUNDING: Case Summary & 20 Largest Unsecured Creditors
PARK ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
PETRON ENERGY: Judson Hoover Accepts Directorship
PHIL'S CAKE: Amended Reorganization Plan Declared Effective

PHOENIX COMPANIES: Moody's Ratings Remain on Downgrade Watch
PICCADILLY RESTAURANTS: DIP Loan Extended Until Nov. 19
POLK AIR: Case Summary & 20 Largest Unsecured Creditors
PREVAL GROUP: Case Summary & 20 Largest Unsecured Creditors
PRISM HELICOPTERS: Case Summary & 20 Largest Unsecured Creditors

PRM FAMILY: Supermarket Owners Aim to Retain Ownership
PRM FAMILY: Hires Cavanagh Firm for Non-Bankruptcy Matters
PRO'S RANCH MARKET: Family Could Keep Control of Chain
QUAKER HILLS: Case Summary & 2 Largest Unsecured Creditors
RANCHO MIRAGE RDA: Moody's Confirms 'Ba1' Rating on TABs

REALBIZ MEDIA: Incurs $598K Net Loss in July 31 Quarter
RECIPROCAL OF AMERICA: Receiver Wants Increased Payment Percentage
RESIDENTIAL CAPITAL: Chapter 11 Examiner Discharged
REYNOSO VINEYARDS: May Employ Michael Fallon as Counsel
RG STEEL: Gets Approval to Retain Reed Smith as Special Counsel

RICHMOND CHRISTIAN: Voluntary Chapter 11 Case Summary
RIDGECREST REDEVELOPMENT: S&P Lowers COPs Rating to 'BB+'
ROTHSTEIN ROSENFELDT: Ponzi Scheme Costs TD Bank Another $52.5MM
ROVI CORP: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Stable
ROYAL FOAM: Case Summary & 20 Largest Unsecured Creditors

SCOOTER STORE: To Begin Selling Off Assets Piecemeal
SBMC HEALTHCARE: Counsel Out on Personal Matter; Hearings Reset
SECUREALERT INC: Hansen Barnett Quits as Accountants
SHORE LONG: Case Summary & 3 Unsecured Creditors
SOUNDVIEW ELITE: Voluntary Chapter 11 Case Summary

SOUTH FLORIDA SOD: Court Approves Oct. 19 Auction
SOUTH FLORIDA SOD: Plan Filing Exclusivity Ends on Oct. 7
SOUTH FLORIDA SOD: Oct. 17 Hearing on DIP Loan, Cash Use
SOUTH FLORIDA SOD: Stidham to Represent in State Court Cases
SPEED PLUS: Voluntary Chapter 11 Case Summary

SPIRE CORP: Sells Biomedical Business to N2 for $10.5 Million
SRA INTERNATIONAL: S&P Revises Outlook to Stable & Affirms 'B' CCR
STACKPOLE INT'L: Moody's Rates New $360MM Sr. Secured Notes 'B2'
STELLAR BIOTECHNOLOGIES: Amaran Had 10.2% Equity Stake at Sept. 9
STEWARDSHIP FUND: 126 Mortgages, REO Properties to Be Sold Oct. 15

SUNTECH POWER: Court Orders Seizure of Additional Solar Parks
SURTRONICS INC: Can Use First Citizens' Cash Until Oct. 30
SWADENER INVESTMENT: Case Summary & 12 Largest Unsecured Creditors
TEE INVESTMENT: WBCMT 2006-C27 Defends Case Conversion Bid
TELESIS CENTER: S&P Assigns 'BB' Rating to $5.3MM Revenue Bonds

THERAPEUTICSMD INC: Gets IND to Conduct Trials of Four Products
TMS INTERNATIONAL: S&P Assigns 'B+' Corp. Credit Rating
TMT GROUP: To Take Chapter 11 Case Away From U.S.
TOPPS CO: S&P Retains 'B' CCR Following Financing Change
TRIBUNE CO: Former Shareholders Notch Legal Victory

TRINITY COAL: Exclusive Right to File Plan Extended Until Nov. 14
TRINITY COAL: Has Until Dec. 27 to Decide on Leases
TX OK AIR: Case Summary & 6 Unsecured Creditors
UNIFIED 2020: Court Denies Employment of Jules Slim as Co-Counsel
UNIFIED 2020: Rochelle McCullough Okayed as Trustee's Lead Counsel

UNIVERSITY GENERAL: To Present at Annual Singular Research Forum
WEST 380: Hearing on Conversion Motion Continued to Oct. 10
WILSON DRIVE: Voluntary Chapter 11 Case Summary

* Brookfield, AIG Agree to End Suit Tied to 2008 Collapse
* Credit Union Agency Targets Big Banks In $2.4B MBS Suit
* JPMorgan Said to Face U.S. Mortgage Securities Charges
* JPMorgan Reported in Talks to Settle U.S. Mortgage Probe
* SAC Initiates Settlement Talks with the Government

* Trial Delayed for Former SAC Executive
* U.S. Said to Probe 16 Financial Institutions over RMBS
* Fee Awards Must Contain Mathematical Computation, Court Says
* Moody's Comments on Rising Number of Corporate Downgrades

* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without

                            *********

1243 WEST: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 1243 West Main, LLC
        1243 West Main Street
        Waterbury, CT 06708
        Tel: (877) 707-1170

Bankruptcy Case No.: 13-31816

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Julie A. Manning

Debtor's Counsel: Robert E. Ghent, Esq.
                  LAW OFFICES OF ROBERT E. GHENT
                  193 Grand Street
                  Waterbury, CT 06722
                  Tel: (597) 1077
                  Fax: (203) 753-9555
                  E-mail: r.ghent@snet.net

Scheduled Assets: $1,653,100

Scheduled Liabilities: $1,097,476

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

The petition was signed by Richard Giaccio, member.


1ST THESSALONIANS: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 1st Thessalonians Community Programs, Inc.
        707 Coleman Avenue, Suite C
        Hammond, LA 70403

Bankruptcy Case No.: 13-12600

Chapter 11 Petition Date: September 23, 2013

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Leo D. Congeni, Esq.
                  Emile L. Turner, Jr., Esq.
                  LAW OFFICE OF EMILE L. TURNER, JR., LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 522-4848
                  Fax: (504) 581-4962
                  E-mail: leo@congenilawfirm.com
                          eltjr01@bellsouth.net

Scheduled Assets: $7,621,150

Scheduled Liabilities: $1,778,806

A list of the Company?s nine largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/laeb13-12600.pdf

The petition was signed by Cassandra Dangerfield, president.


75 EAST 125TH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 75 East 125th, LLC
        3145 Coney Island Avenue
        Brooklyn, NY 11235

Bankruptcy Case No.: 13-13090

Chapter 11 Petition Date: September 23, 2013

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

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Scheduled Assets: $2,100,000

Scheduled Liabilities: $19,075,191

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-13090.pdf

The petition was signed by Saadia Shapiro, managing member.


ACREX INC: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: Acrex, Inc.
        Post Office Box 674
        Ramsey, NJ
        BERGEN-NJ
        United States

Case No.: 13-13133

Chapter 11 Petition Date: September 25, 2013

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

Debtor's Counsel: Alan E. Gamza
                  Moses & Singer LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174-1299
                  Tel : (212) 554-7800
                  Fax : (212) 554-7700
                  Email: Agamza@mosessinger.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb13-13133.pdf


AEROVISION HOLDINGS: Case Dismissal Hearing Continued to Nov. 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
signed off on an agreed order continuing until Nov. 13, 2013, at
9:30 a.m., the hearing on the motion to dismiss, or in the
alternative, for relief of stay in the Chapter 11 case of
Aerovision Holdings 1 Corp.

The agreed order was entered among the Debtor and creditors
Integration Innovation, Inc., and i3 Aircraft Holdings 1, LLC.

As reported in the Troubled Company Reporter on Sept. 23, 2013, a
hearing on the motion was scheduled for Oct. 1, 2013 at 10 a.m.

Tiger Aircraft Corporation, Logix Global, Inc., and M&M Aircraft
Acquisitions, Inc., sought dismissal of the case of the Debtor,
or, in the alternative, terminate the automatic stay imposed by
these bankruptcy proceedings so that the lawsuit captioned as,
Northrop TF51 Corp, et al v. Tiger Aircraft Corp, a Delaware
Corporation, et al, Case No CA 13-32, which is pending in the
Seventh Judicial Circuit in and for St. Johns County, Florida, may
proceed.

Tiger et al. also joined i3 Aircraft Holdings One, LLC, and
Integration Innovation, Inc.'s motion to dismiss or, in the
alternative, for relief from the automatic stay, filed June 28,
2013, in this bankruptcy case.

Tiger et al. asked the Court to dismiss Aerovision's petition "for
cause" pursuant to 11 U.S.C. Sec. 1112(b) and Sec. 105(a).  In the
alternative, Tiger et al. request that the Bankruptcy Court enter
an order granting Tiger et al. relief from the automatic stay "for
cause" pursuant to 11 U.S.C. Sec. 362(d)(1) and Eleventh Circuit
case law because the petition in this case was filed in "bad
faith" by Aerovision's, and the individuals behind the Debtor,
Mark Daniels and his attorney Steven Selz.

Tiger et al. said the relief requested will permit a pending
action on the fraudulent possession of the subject property in
this petition to continue in the Florida Circuit Court and will
prevent further fraud on the judicial process.  The relief
requested will also put a stop on the Debtor's intent to abuse the
purposes of the reorganization provisions by using such provisions
to delay the enforcement of the Circuit Court's order to return
the subject property and to further delay the Circuit Court from
proceeding with an evidentiary hearing regarding the fraudulent
actions of Mark Daniels and Steven Selz.

Tiger et al. is represented by:

          Kevin M. Sherlock, Esq.
          HEURLIN SHERLOCK PC
          1636 North Swan Road, Suite 200
          Tucson, AZ 85712-4096

               - and -

          David L. Gorman, Esq.
          GORMAN & BARRY, P.A.

              About Aerovision Holdings 1 Corp.

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AGFEED INDUSTRIES: Plante & Moran Hiring Approval Sought
--------------------------------------------------------
BankruptcyData reported that AgFeed Industries filed with the U.S.
Bankruptcy Court a motion to retain Plante & Moran (Contact:
Annette Tenerelli-Lemke) as tax services provider at the following
hourly rates: partner at $250 to $400, manager at $130 to $250,
in-charge at $90 to $130 and staff at $60 to $90.

The motion explains, "In the ordinary course of business, the
Debtors require the services of seasoned and experienced tax
professionals to prepare their federal, state, and local tax
returns.  Plante & Moran is a professional services company
providing accounting, tax and consulting services with over 1,500
professionals located in eighteen offices throughout the United
States and two overseas offices... The Debtors have reviewed the
qualifications and experience of Plante& Moran's personnel and
believe that such personnel have considerable experience in
providing tax services.  Thus, the Debtors believe that Plante &
Moran is well-suited and qualified to serve the Debtors in these
chapter 11 cases."

                     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.


AIG LIFE: Fitch Rates Three Junior Debentures at Low-B
------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BBB' to American
International Group, Inc.'s (AIG) $1 billion issuance of 4.125%
senior notes due 2024.  The transaction is expected to close on
Oct. 2, 2013.

The new issue rating is equivalent to the ratings on AIG's
existing senior debt.  Proceeds from the issue will be used for
general corporate purposes.  The new issuance will increase AIG's
pro forma financial leverage ratio (excluding financial related
debt) modestly to approximately 20% from 19% at June 30, 2013.

On Aug. 8, 2013, Fitch affirmed all of AIG's ratings, including
AIG's Issuer Default Rating (IDR) of 'BBB+' with a Stable Outlook.

Rating Sensitivities

Key triggers that could lead to future rating upgrades include:
--Demonstration of higher and more consistent earnings within
Property/Casualty or Life & Retirement operating segments that
translate into average earnings-based interest coverage above
7.0x, corresponding with operating earnings of approximately $11
billion;

  -- Further improvement in AIG's capital structure and leverage
     metrics that reduce the company's total financing and
     commitments (TFC)ratio to below 0.7x;

  -- A shift toward consistent underwriting profits would promote
     positive movement in the property/casualty subsidiary
     financial strength ratings.

Key triggers that could lead to a future rating downgrade include:

  -- Increases in financial leverage as measured by financial
     debt-to-total capital to a sustained level above 30%, or a
     material increase in the TFC ratio from current levels;

  -- Large underwriting losses and/or heightened reserve
     volatility of the company's non-life insurance subsidiaries
     that Fitch views as inconsistent with that of comparably-
     rated peers and industry trends;

  -- Deterioration in the company's domestic life subsidiaries'
     profitability trends;

  -- Material declines in risk-based capital(RBC) ratios at either
     the domestic life insurance or the non-life insurance
     subsidiaries, and/or failure to achieve the above noted
     capital structure improvements.

Fitch has assigned the following rating:

  -- USD1 billion of 4.125% senior unsecured notes due Feb. 15,
     2024 at 'BBB'.

Fitch currently rates the AIG entities as follows:

AGC Life Insurance Company
American General Life Insurance Company
The Variable Annuity Life Insurance Company
United States Life Insurance Company in the City of New York

  -- Insurer Financial Strength (IFS) rating 'A+'; Stable Outlook.

AIU Insurance Company
American Home Assurance Company
Chartis Casualty Company
AIG Europe Limited
AIG MEA Insurance Company Limited
American International Overseas Limited
Chartis Property Casualty Company
Chartis Specialty Insurance Company
Commerce & Industry Insurance Company
Granite State Insurance Company
Illinois National Insurance Company
Insurance Company of the State of Pennsylvania
Lexington Insurance Company
National Union Fire Insurance Company of Pittsburgh, PA
New Hampshire Insurance Company

  -- Insurer Financial Strength (IFS) rating 'A'; Stable Outlook.

American International Group, Inc.

  -- Long-term IDR at 'BBB+' Outlook Stable.

AIG International, Inc.

  -- Long-term IDR 'BBB+', Outlook Stable;
  -- USD175 million of 5.60% senior unsecured notes due July 31,
     2097 'BBB'.

American International Group, Inc.

  -- Various senior unsecured note issues 'BBB';
  -- USD1.5 billion of 4.875% senior unsecured notes due June 2022
     'BBB'.
  -- USD1.2 billion of 4.250% senior unsecured notes due Sept. 15,
     2014 'BBB';
  -- USD800 million of 4.875% senior unsecured notes due Sept. 15,
     2016 'BBB';
  -- EUR420.975 million of 6.797% senior unsecured notes due Nov.
     15, 2017 'BBB';
  -- GBP323.465 million of 6.765% senior unsecured notes due Nov.
     15, 2017 'BBB';
  -- GBP338.757 million of 6.765% senior unsecured notes due Nov.
     15, 2017 'BBB';
  -- USD256.161 million of 6.820% senior unsecured notes due Nov.
     15, 2037 'BBB';
  -- USD1 billion of 3.375% senior unsecured notes due Aug. 15,
     2020 'BBB';
  -- USD250 million of 2.375% subordinated notes due Aug. 24, 2015
     'BBB-';
  -- EUR750 million of 8.00% series A-7 junior subordinated
     debentures due May 22, 2038 'BB+';
  -- USD4 billion of 8.175% series A-6 junior subordinated
     debentures due May 15, 2058 'BB+';
  -- GBP309.850 million of 5.75% series A-2 junior subordinated
     debentures due March 15, 2067 'BB+';
  -- EUR409.050 million of 4.875% series A-3 junior subordinated
     debentures due March 15, 2067 'BB+';
  -- GBP900 million of 8.625% series A-8 junior subordinated
     debentures due May 22, 2068 'BB+';
  -- USD687.581 million of 6.25% series A-1 junior subordinated
     debentures due March 15, 2087 'BB+'.

AIG Life Holdings, Inc.

  -- Long-term IDR 'BBB+'; Outlook Stable.
  -- USD150 million of 7.50% senior unsecured notes due July 15,
     2025 'BBB';
  -- USD150 million of 6.625% senior unsecured notes due Feb. 15,
     2029 'BBB';
  -- USD300 million of 8.50% junior subordinated debentures due
     July 1, 2030 'BB+';
  -- USD500 million of 7.57% junior subordinated debentures due
     Dec. 1, 2045 'BB+'.
  -- USD500 million of 8.125% junior subordinated debentures due
     March 15, 2046 'BB+'.

ASIF II Program
ASIF III Program
ASIF Global Financing

  -- Program ratings 'A'.


ALLIED IRISH: Completes Non-Core Loan Deleveraging Plan
-------------------------------------------------------
Allied Irish Banks, p.l.c., confirms completion of its
Deleveraging Plan, a significant milestone in the bank's overall
restructuring as part of its strategy to return to sustainable
profitability.

Under the terms of the March 2011 Prudential Liquidity Adequacy
Review contained in the Financial Measures Programme, AIB was
required to deleverage EUR20.5bn of non-core loans by December
2013.  Despite challenging market conditions in recent years the
Plan has been achieved ahead of schedule and with a positive
capital variance versus the Financial Measures Programme
assumptions.

Completion of the Plan coupled with a growth in customer accounts
has seen the bank's loan to deposit ratio decrease from 165
percent at December 2010 to 106 percent at June 2013,
significantly below the original end 2013 PLAR threshold of 122.5
percent.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICAN AIRLINES: 2nd Cir. Examines Make-Whole Premium
-------------------------------------------------------
Schulte Roth & Zabel LLP disclosed that on Sept. 12, 2013, the
United States Court of Appeals for the Second Circuit affirmed the
bankruptcy court's decision to deny payment of a make-whole
premium to bondholders under three separate indentures based on
the plain language of those agreements. U.S. Bank Trust Nat'l
Ass'n v. AMR Corp. et al. (In re AMR Corp.), __ F.3d __, 2013 WL
4840474 (2d Cir. Sept. 12, 2013) ("In re AMR Corp. II").  The
ability to recover a make-whole premium in a bankruptcy case has
been the subject of debate over the past few years.  Although the
bankruptcy court denied recovery of the Make-Whole Amount, its
decision was based entirely on contract interpretation and it
expressly held that "there is no dispute that make-whole amounts
are permissible." 485 B.R. 279, 303 (Bankr. S.D.N.Y. 2013) ("In re
AMR Corp. I").  The Second Circuit's decision did not change this
landscape.[1] The ruling was focused on the Indentures' plain
language, which expressly and unambiguously excused American
Airlines and its affiliates from paying the Make-Whole Amount if
the debt was automatically accelerated by virtue of a bankruptcy
filing.

Facts

American filed Chapter 11 petitions on Nov. 29, 2011. See In re
AMR Corp. II, 2013 WL 4840474, at *1. Before the bankruptcy,
American had entered into three separate financing transactions,
each of which was secured by a discrete aircraft pool. Id. at *1.
The plain language of the Indentures governing each financing
provided, among other things, that:

    * The Make-Whole Amount was due if American voluntarily
redeemed the notes before the maturity date (id. at *2);[2]
    * A bankruptcy filing constituted an event of default, which,
in turn, resulted in automatic acceleration of the debt (id. at
*2-3); and
    * If the debt was automatically accelerated by a virtue of a
bankruptcy filing, then no Make-Whole Amount was due from American
(id. at *3).

Nearly a year into its case, American sought court approval to
obtain new post-petition financing in the amount of $1.5 billion,
the proceeds of which would be used to repay the Prepetition
Financing. Id. at *3.  American admitted that the purpose of the
new financing was to take advantage of low interest rates and
other favorable market conditions. Id. at *7. The interest savings
alone were estimated to be in excess of $200 million. In re AMR
Corp. I, 485 B.R. at 287.  The trustee under the Indentures (the
"Trustee") objected and argued that American's "early redemption"
required it to pay the Make-Whole Amount. In re AMR Corp. II, 2013
WL 4840474, at *3.  American countered that its bankruptcy filing
had triggered an event of default under the Indentures, which
resulted in an automatic acceleration that, pursuant to Section
4.02(a)(i) of the Indentures, did not contractually require
payment of the Make-Whole Amount. In re AMR Corp. I, 485 B.R. at
287.

The bankruptcy court agreed with American and held that, under the
plain language of the Indentures, the Make-Whole Amount was not
due. In re AMR Corp. II, 2013 WL 4840474, at *4.  The Trustee
appealed directly to the Second Circuit, which rejected all the
Trustee's arguments and affirmed the bankruptcy court's ruling.

Plain Language Controls

The Second Circuit began its review with the "plain language" of
the relevant provisions of the Indentures. Id. at *5.  Like the
lower court, the Second Circuit found that American's bankruptcy
filing constituted an "Event of Default," which in turn triggered
an "automatic acceleration" of the debt. Id. at *6.  In such a
circumstance, the Indentures expressly and unambiguously provided
that no Make-Whole Amount would be due. Id. at *6.[3] The Second
Circuit then addressed each argument raised by the Trustee and
found that none of those arguments could "refute the plain
language of the Indentures." Id. at *7.

1. Enforceability of Automatic Debt Acceleration Provision. The
Trustee tried to avoid the consequences of automatic acceleration
under the Indenture and argued that it "never elected to
accelerate the debt, and that such action [was] required under New
York law." Id. at *7.  The Second Circuit disagreed and affirmed
the principle under New York law that "parties to a loan agreement
are free to include provisions directing what will happen in the
event of default . . . of the debt, supplying specific terms that
super[s]ede other provisions in the contract if those events
occur." Id. at *7 (citations and internal quotation marks
omitted).  The court also recognized the enforceability of self-
operative automatic acceleration provisions. Id. at *7.[4]

2. Automatic Stay Barred Trustee's Effort to Rescind Automatic
Acceleration. The Trustee further argued that "even if
acceleration took place, [it] can rescind this acceleration,
obliging American to pay a Make-Whole Amount in connection with
its refinancing, and that the bankruptcy court erred in concluding
that such rescission is barred by the automatic stay." Id. at *7.
The Second Circuit disagreed, and held that any attempt to rescind
the acceleration would be an attempt to modify American's contract
rights and therefore was subject to the automatic stay. Id. at *8-
9.

3. Post-Maturity Payment Not a Voluntary Redemption. Finally, the
Trustee argued that regardless of whether American's debt was
accelerated upon the bankruptcy filing, "American's attempt to
capitalize on favorable market conditions by paying off the debt
nearly one year later, properly understood, [was] a voluntary
redemption . . . requiring payment of the Make-Whole Amount."Id.
at *7.  The Second Circuit rejected this argument because the
automatic acceleration "changed the date of maturity from some
point in the future . . . to an earlier date based on the debtor's
default under the contract.'" Id. at *9 (quoting Analytical
Surveys, Inc. v. Tonga Partners, L.P., 684 F.3d 36, 44 (2d Cir.
2012)).  The new maturity date, by virtue of the automatic
acceleration, was Nov. 29, 2011 (the petition date). Id. at *9.
Consequently, American's attempt to repay the debt in October 2012
was not a "voluntary repayment because '[p]repayment can only
occur prior to the maturity date.'" Id. at *9 (citing In re
Solutia Inc., 379 B.R. 473, 488 (Bankr. S.D.N.Y. 2007)).

Section 1110 of Bankruptcy Code Did Not Require Make-Whole Payment
The Trustee also raised arguments under Sec. 1110 of the Code.
Section 1110 generally relates to the rights of a secured party
with a lien on aircraft equipment.  A debtor, like American, gets
the benefit of the automatic stay only if it elects, within 60
days of the filing, to: (i) perform all obligations under the
agreement with the secured party; and (ii) cure any defaults,
other than defaults of the kind specified in ? 365(b)(2) of the
Code. Id. at *3; U.S.C. Sec. 365(b)(2) (excusing debtor from
curing defaults triggered by, among other things, the filing of a
bankruptcy petition).

The Trustee argued that: (i) American's election under ?
1110(a)(2) required payment of the Make-Whole Amount; (ii) to the
extent that acceleration of the debt was automatic, American's
elections under Sec. 1110(a) and regular payments of principal and
interest pursuant to those elections had the effect of
decelerating the debt; and (iii) to the extent the debt was
accelerated and not decelerated, then by failing to pay the
accelerated debt in full when it made the ? 1110 election,
American had failed to cure all defaults as required by ?
1110(a)(2), and accordingly, was not entitled to the benefit of
the automatic stay. Id. at *13.

The Second Circuit rejected each of these arguments, holding that:
(i) because the Make-Whole Amount was not due under the terms of
the Indentures, that amount was not required to be paid under
Sec. 1110(a)(2); (ii) American's election under ? 1110(a) did not
alter its right to repay the accelerated debt pursuant to the
terms of the Indentures; and (iii) American was not required by
Sec. 1110(a) to cure bankruptcy defaults or pay off the
accelerated debt in order to obtain the protection of the
automatic stay. Id. at *13-16.

Practical Observations

The Second Circuit's ruling highlights the significant role that
contract drafting plays in a creditor's right to recover a make-
whole premium.  As we wrote in an earlier article, to maximize the
likelihood of recovering a make-whole premium in the bankruptcy
context, lenders should, among other things, avoid any ambiguity
on the events that give rise to the payment of the make-whole
amount.  Lenders should also expressly require payment of the
make-whole amount if the debt is repaid for any reason prior to
the "stated maturity," which should be a fixed date in the
contract and distinguished from "maturity" (which might occur
before the stated maturity by reason of acceleration).

[1] The Second Circuit has previously recognized the
enforceability of prepayment premiums, and nothing in its recent
decision affects (or even addresses) the validity of its prior
decisions on this topic. See, e.g., United Merchs. & Mfrs., Inc.
v. Equitable Life Assurance Soc'y of the U.S. (In re United
Merchs. & Mfrs., Inc.), 674 F.2d 134, 143 (2d Cir. 1982) (holding
prepayment premiums are valid under New York law).

[2] The maturity dates for the different debt issuances ranged
from Aug. 1, 2016 to Oct. 15, 2012. Id. at 6.

[3] Section 4.02(a)(i) expressly states: "provided that if an
Event of Default referred to in Section 4.01(f), Section 4.01(g),
Section 4.01(h) or Section 4.01(i) shall have occurred and be
continuing, then and in every such case the unpaid principal
amount of the Equipment Notes then outstanding, together with
accrued but unpaid interest thereon and all other amounts due
there under (but for the avoidance of doubt, without Make-Whole
Amount), shall immediately and without further act become due and
payable without presentment, demand, protest or notice, all of
which are hereby waived."

[4] The Trustee also argued that the automatic acceleration
triggered by the bankruptcy filing was unenforceable as an "ipso
facto provision [ ] 'modify[ing] the relationships of contracting
parties due to the filing of a bankruptcy petition.'"Id. at *11.
The Trustee cited three specific Bankruptcy Code provisions that,
by their terms, prohibited enforcement, or otherwise nullified the
effect, ofipso facto clauses in certain circumstances and argued
that those statutory provisions broadly prohibited enforcement of
ipso facto clauses. Id. at *12.  The Second Circuit rejected these
arguments holding that, while the relevant provisions under the
Indentures were indeed ipso facto clauses, nothing in the Code
"categorically" prohibited enforcement of such clauses. Id. at
*11.

                      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.

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

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


AMERICAN AIRLINES: Seeks Names of U.S. Merger Suit Sources
----------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that AMR
Corp. and US Airways Group Inc. are seeking a court order
requiring government officials to disclose the identities of
people interviewed before filing a lawsuit seeking to halt the
airlines' proposed merger.

According to the report, the Justice Department has refused to
turn over the names of those who were interviewed during the
investigation of the proposed merger, the airlines said in a
filing in federal court in Washington.

"Having chosen to file suit, plaintiffs cannot now withhold the
relevant facts they learned from those third parties," they said,
referring to the government and a group of state attorneys
general, the report related.

The U.S. claims the proposed merger of AMR's American Airlines and
US Airways would reduce competition, while the airlines defend the
deal as good for consumers, the report said.  The case is
scheduled to begin trial Nov. 25.

The effort to obtain the information comes after AMR and US
Airways moved last week to obtain records from the U.S. about
government approvals of past airline mergers, saying they need the
information to fight the government's case, the report further
related.

The 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: Customer Suit Delayed Until DOJ Action Resolved
------------------------------------------------------------------
Law360 reported that a lawsuit from American Airlines customers
seeking to block its $11 billion merger with US Airways will not
proceed until an antitrust lawsuit from the federal government is
resolved, a New York bankruptcy judge ruled on Sept. 24.

According to the report, U.S. Bankruptcy Judge Sean H. Lane said
that even though the customers filed their lawsuit before the U.S.
Department of Justice brought its own antitrust action, it makes
more sense to see how the latter litigation plays out in case it
could impact the former proceeding.

                      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: Plan May Be Formally Approved on Sept. 30
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy reorganization plan for AMR Corp.,
based on a merger with US Airways Group Inc., is scheduled for
formal court approval on Sept. 30.  U.S. Bankruptcy Judge Sean
Lane handed down a written opinion on Sept. 13 giving reasons why
he would or wouldn't approve two disputed provisions in the
Chapter 11 plan for the parent of American Airlines Inc.  He told
AMR to file a proposed confirmation order, giving creditors five
days to object.

According to the report, AMR filed the proposed plan-approval
order on Sept. 23, notifying creditors the airline will ask Judge
Lane to sign the confirmation order on Sept. 30.  Even though the
plan may be confirmed, AMR can't emerge from bankruptcy and merge
with US Airways until the two airlines beat back the antitrust
lawsuit initiated by the federal government in August.  The trial
begins in late November in U.S. District Court in Washington.

The report notes that the airlines' latest discovery dispute
centers on a demand the government turn over documents about
interviews conducted before filing suit.  The document dispute
will be resolved by former Washington, D.C., Superior Court Judge
Richard A. Levie, who was appointed by the district judge to serve
as special master.  His rulings on discovery will be final unless
he decides they are of sufficient moment for review by the
district judge presiding over the antitrust suit.

                      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)


ANYTHINGIT INC: D'Arelli Pruzansky Raises Going Concern Doubt
-------------------------------------------------------------
AnythingIT, Inc., filed on Sept. 23, 2013, its annual report on
Form 10-K for the fiscal year ended June 30, 2013.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about AnythingIT, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred losses of $1.32 million for the year ended June 30,
2013, and the Company had an accumulated deficit of $8.87 million
at June 30, 2013, and net cash used in operating activities of
$724,791 for the year ended June 30, 2013.

The Company reported a net loss of $1.32 million on $4.74 million
of sales in fiscal 2013, compared with a net loss of $509,847 on
$6.72 million of sales in fiscal 2012.

Sales decreased 30% in fiscal 2013 as a result of the reduction of
equipment volume from a significant customer and a significant
one-off transaction of approximately $675,000 in the fourth
quarter of 2012 with no comparable transaction in 2013.

The Company's balance sheet at June 30, 2013, showed $1.36 million
in total assets, $1.68 million in total liabilities, and a
stockholders' deficit of $318,158.

A copy of the Form 10-K is available at http://is.gd/lacmpU

Fair Lawn, N.J.-based AnythingIT, Inc., is a provider of green
technology solutions, managing the equipment disposition needs of
the government and commercial clients by buying, reselling, or
recycling, in an environmentally and regulatory compliant manner,
computers and other technology hardware.


ARETE HOLDINGS: Ceases Operations; Iron Mountain Named Custodian
----------------------------------------------------------------
Arete Holdings and its affiliated debtors have ceased operations.
Iron Mountain has been appointed as custodian of patient medical
records for the Arete entities.  The closure impacts facilities
owned and operated by Arete Holdings, LLC; Arete NW, LLC; Arete
Sleep Therapy NW, LLC; Arete Sleep LLC; and Arete Sleep Therapy,
LLC.  Pursuant to a Bankruptcy Court order entered on June 20,
2013, Iron Mountain will securely destroy all remaining records
one year after publication of the notice to halt operations.

Based in Scottsdale, Arizona, Arete Holdings LLC owned and
operated 19 sleep diagnostic clinics across Arizona, Oregon,
Texas.  The Company and affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-02009) on Jan. 26, 2011.
Judge Redfield T. Baum, Sr., presides over the case.  Stinson
Morrison Hecker LLP represents the Debtors.  Arete Holdings
estimated both assets and debts of between $1 million and
$10 million.


ATARI INC: Unsecured Creditors Land 25% Settlement Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atari Inc., a video-game maker before its assets were
sold, filed a liquidating Chapter 11 plan promising a 25 percent
recovery to unsecured creditors over two years on claims totaling
as much as $7 million.

According to the report, the plan was made possible by a
settlement under which the also-bankrupt French parent, Atari SA,
will contribute $3.42 million in cash and waive $310 million in
claims.  Unsecured creditors are to get an 8 percent distribution
when the plan takes effect.  One year later, there will be another
8 percent distribution.

The report notes that on the second anniversary, the final payment
will be 9 percent.  The official unsecured creditors' committee
supports the plan, which was filed at the Sept. 20 deadline.  The
$3.5 million from lender Alden Global Capital Ltd. financing
bankruptcy will be paid in full in cash.  Part of the plan
includes a compromise under which professionals were put on a
budget and may not be paid in full.

As reported by the Troubled Company Reporter, 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.

                            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.


AURORA DIAGNOSTICS: Mood's Lowers CFR to Caa2; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Aurora Diagnostics Holdings,
LLC's Corporate Family Rating to Caa2 from B3 and Probability of
Default Rating to Caa2-PD from B3-PD. Moody's also lowered the
debt ratings of Aurora Diagnostics Holdings, LLC's and Aurora
Diagnostics, LLC (collectively Aurora). Concurrently, Moody's
downgraded Aurora's Speculative Grade Liquidity Rating to SGL-4
from SGL-3. The outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA. This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions. This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Additionally, Moody's has concerns about the
sustainability of the company's capital structure given its
significant debt load and related interest burden.

Following is a summary of Moody's rating actions.

Ratings downgraded:

Aurora Diagnostics Holdings, LLC:

  Corporate Family Rating to Caa2 from B3

  Probability of Default Rating to Caa2-PD from B3-PD

  Senior unsecured notes due 2018 to Caa3 (LGD 5, 75%) from Caa1
  to (LGD 5, 73%)

  Speculative Grade Liquidity Rating to SGL-4 from SGL-3

Aurora Diagnostics, LLC:

  Senior secured revolving credit facility expiring 2015 to B2
  (LGD 2, 18%) from Ba3 (LGD 2, 17%)

  Senior secured term loan due 2016 to B2 (LGD 2, 18%) from Ba3
  (LGD 2, 17%)

Ratings Rationale:

Aurora's Caa2 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with considerable
financial leverage and that adjusted debt to EBITDA is likely to
remain above 7.0 times through 2014. Moody's expects that all of
the company's credit metrics will weaken considerably from current
levels as the company absorbs reductions in reimbursement that
began in early 2013. Moody's also anticipates that the difficult
operating environment, characterized by considerable competition
for pathology services and slow growth in physician visits, will
continue in the near term and make it difficult for the company to
mitigate the negative impact of the reimbursement reductions and,
ultimately, sustain the current capital structure.

The Speculative Grade Liquidity Rating of SGL-4 reflects Moody's
expectation that Aurora will likely rely on its revolver to meet
routine cash needs, including the significant interest cost
associated with the company's senior notes. Moody's believes that
the reliance on the revolver and the expected decline in EBITDA
will make compliance with the financial maintenance covenant in
the credit agreement less certain over the next 12 to 18 months.

The negative outlook reflects Moody's expectation that the company
will see continued difficulty in mitigating the declines in
revenue and EBITDA related to reductions in reimbursement. The
outlook also considers Moody's expectation of a continuation of a
challenging operating environment and the potential for additional
reimbursement cuts. This will have a significant negative impact
on the company's credit metrics and constrain free cash flow.

Given the pressures facing the company in the next year, Moody's
does not foresee an upgrade of the rating in the near term.
However, Moody's could upgrade the rating if Aurora is able to
sustain debt to EBITDA below 6.0 times and improve the
availability of free cash flow after funding future obligations
related to contingent payments. An upgrade could also be
considered if the company's liquidity position were to strengthen,
including increased assurance that Aurora will remain in
compliance with covenant requirements.

Moody's could downgrade the rating if liquidity is expected to
weaken further, such that free cash flow is expected to be
negative for an extended period or compliance with covenant
requirements becomes less certain.

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

Headquartered in Palm Beach Gardens, Florida, Aurora, through its
subsidiaries, provides physician-based general anatomic and
clinical pathology, dermatopathology, molecular diagnostic
services and other esoteric testing services to physicians,
hospitals, clinical laboratories and surgery centers. The company
recognized approximately $260 million in revenue for the twelve
months ended June 30, 2013. The company is majority owned by
equity sponsors KRG Capital Partners and Summit Partners.


AVIATION CAPITAL: Fitch to Place Rating on Planned $350-Mil. Notes
------------------------------------------------------------------
Fitch expects to assign a 'BBB-' rating to Aviation Capital Group
Corp.'s (ACG) planned $350 million, 3 7/8% senior unsecured note
issuance due 2016.  The proceeds from the issuance are expected to
be used for general corporate purposes.

Key Rating Drivers

The proposed note issuance does not affect ACG's Long-Term Issuer
Default Rating (IDR) of 'BBB-' as leverage does not change
materially.  Pro forma balance sheet leverage, as measured by
total debt-to-equity is expected to remain within the 4.0x - 5.0x
range based on June 30, 2013 financial information.  Fitch
believes ACG's pro forma leverage is consistent with its current
stand-alone rating profile.

The senior unsecured notes are rated 'BBB-', equalized with the
IDR of ACG, reflecting sufficient level of available collateral to
support average recoveries in a stressed scenario.

ACG's credit profile has benefitted from its direct ownership and
demonstrated financial support by Pacific Life Insurance Company
(PLIC; IDR rated 'A' by Fitch), and its parent company, Pacific
LifeCorp (PLC; IDR rated 'A-' by Fitch), as reflected by the one-
notch uplift from ACG's standalone credit profile of 'BB+'.

Fitch views future support as uncertain, particularly in a stress
scenario given limited operational and financial synergies, as
well as lack of common branding.  However, PLC maintains a high
level of commitment to ACG, as evidenced by PLIC's ownership of
100% of ACG's equity, which amounted to $1.2 billion of invested
capital to date, representing a meaningful portion of the
insurance company's equity base.

RATING SENSITIVITIES - IDR and Senior Notes

Fitch believes positive rating momentum for ACG's IDR is limited
based on current capitalization on a standalone basis.  In
addition, a further uplift in ACG's current ratings is not
envisioned unless balance sheet leverage is reduced to below 3.5x
or more explicit forms of parental support are incorporated.

Conversely, negative rating actions on ACG's IDR could result from
an unwillingness or inability of PLC to provide timely support to
ACG.  Significant deterioration in operating performance and a
material decline in operating cash flow resulting from a
significant weakening of sector or economic conditions, or a
meaningful increase in balance sheet leverage could also generate
negative rating momentum.

The rating of the senior unsecured notes is sensitive to changes
in ACG's IDR, as well as the level of available unencumbered
balance sheet assets in a stressed scenario relative to
outstanding debt.

Fitch expects to assign the following rating:

Aviation Capital Group Corp.

-- Senior unsecured notes 'BBB-'


AVOCH LLC: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: Avoch, LLC
          dba Park Place Plaza
        2260 Heatherdale Drive
        Colorado Springs, CO 80915

Bankruptcy Case No.: 13-26222

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen
                  KUTNER BRINEN GARBER, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

Scheduled Assets: $3,070,944

Scheduled Liabilities: $4,666,719

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob13-26222.pdf

The petition was signed by Avedis Chuldjian, owner.


B.L.A.M. LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: B.L.A.M., LLC
        P.O. Box 1529
        Denver, NC 28037

Bankruptcy Case No.: 13-40511

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: J. Craig Whitley

Debtor's Counsel: R. Keith Johnson, Esq.
                  R. KEITH JOHNSON, P.A.
                  1275 South Highway 16
                  Stanley, NC 28164
                  Tel: (704) 827-4200
                  Fax: (704) 827-4477
                  E-mail: rkjpa@bellsouth.net

Scheduled Assets: $1,420,956

Scheduled Liabilities: $1,420,856

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

The petition was signed by Brian Temerson, member/manager.


BELLWEST HOLDINGS: Asks Court to Dismiss Chapter 11 Case
--------------------------------------------------------
Bellwest Holdings, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to dismiss its Chapter 11 case, citing:

   1. The Debtor has reached an agreement with secured creditor
MLCFC 2007-9 Surprise Retail, LLC, which will allow debtor to
dismiss its Chapter 11 proceeding.

   2. As part of the settlement agreement with secured creditor,
Debtor must have substantially completed the terms of the
agreement which includes the dismissal of the Chapter 11
proceeding.

   3. The Debtor believes it no longer needs the Court's
assistance to complete its reorganization efforts.

   4. The Debtor will have a 180-day preclusion to refiling
bankruptcy.

                    About Bellwest Holdings LLC

Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101 (51B), estimated assets and debts of $10
million to $50 million in the petition.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, in Tucson, Ariz.,
serves as counsel.


BRODY MINING: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Brody Mining, LLC
        500 Lee Street, East, Suite 600
        Charleston, WV 25301

Bankruptcy Case No.: 13-48727

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Patriot Ventures, LLC              13-48728
  Assets: More than $1 billion
  Debts: More than $1 billion

Chapter 11 Petition Date: September 23, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Debtors' Counsel: Laura Uberti Hughes, Esq.
                  BRYAN CAVE, LLP
                  One Metropolitan Square
                  211 N. Broadway, Suite 3600
                  St. Louis, MO 63102
                  Tel: (314) 259-2000
                  Fax: (314) 552-8801
                  E-mail: laura.hughes@bryancave.com

Debtors'
Financial
Advisor:         BLACKSTONE ADVISORY PARTNERS, L.P.

Debtors'
Restructuring
Advisor:         AP SERVICES, LLC

Debtors'
Notice,
Claims and
Administrative
Agent:           GCG, INC.

Debtors'
Independent
Auditor:         ERNST & YOUNG, LLP

Lead Debtor's
Estimated Assets: More than $1 billion

Lead Debtor's
Estimated Debts: More than $1 billion

The petitions were signed by Jacquelyn A. Jones, secretary.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Patriot Coal Corporation              12-51502            07/09/12
Affinity Mining Company               12-52020            07/09/12
Apogee Coal Company, LLC              12-52026            07/09/12
Appalachia Mine Services, LLC         12-52021            07/09/12
Beaver Dam Coal Company, LLC          12-52022            07/09/12
Big Eagle, LLC                        12-52027            07/09/12
Big Eagle Rail, LLC                   12-52028            07/09/12
Black Stallion Coal Company, LLC      12-52030            07/09/12
Black Walnut Coal Company             12-52029            07/09/12
Bluegrass Mine Services, LLC          12-52031            07/09/12
Brook Trout Coal, LLC                 12-52034            07/09/12
Catenary Coal Company, LLC            12-52036            07/09/12
Central States Coal Reserves of
  Kentucky, LLC                       12-52038            07/09/12
Charles Coal Company, LLC             12-52037            07/09/12
Cleaton Coal Company                  12-52039            07/09/12
Coal Clean, LLC                       12-52040            07/09/12
Coal Properties, LLC                  12-52041            07/09/12
Coal Reserve Holding Limited
  Liability Company No. 2             12-52042            07/09/12
Colony Bay Coal Company               12-52043            07/09/12
Cook Mountain Coal Company, LLC       12-52044            07/09/12
Corydon Resources, LLC                12-52045            07/09/12
Coventry Mining Services, LLC         12-52046            07/09/12
Coyote Coal Company, LLC              12-52047            07/09/12
Club Branch Coal Company, LLC         12-52048            07/09/12
Dakota, LLC                           12-52050            07/09/12
Day, LLC                              12-52049            07/09/12
Dixon Mining Company, LLC             12-52051            07/09/12
Dodge Hill Holding JV, LLC            12-52053            07/09/12
Dodge Hill Mining Company, LLC        12-52055            07/09/12
Dodge Hill of Kentucky, LLC           12-52054            07/09/12
EACC Camps, Inc.                      12-52056            07/09/12
Eastern Associated Coal, LLC          12-52057            07/09/12
Eastern Coal Company, LLC             12-52059            07/09/12
Eastern Royalty, LLC                  12-52060            07/09/12
Emerald Processing, L.L.C.            12-52061            07/09/12
Gateway Eagle Coal Company, LLC       12-52062            07/09/12
Grand Eagle Mining, LLC               12-52064            07/09/12
Heritage Coal Company, LLC            12-52063            07/09/12
Highland Mining Company, LLC          12-52065            07/09/12
Hillside Mining Company               12-52066            07/09/12
Hobet Mining, LLC                     12-52068            07/09/12
Indian Hill Company, LLC              12-52069            07/09/12
Infinity Coal Sales, LLC              12-52070            07/09/12
Interior Holdings, LLC                12-52072            07/09/12
IO Coal, LLC                          12-52073            07/09/12
Jarrel's Branch Coal Company          12-52075            07/09/12
Jupiter Hildings, LLC                 12-52076            07/09/12
Kanawha Eagle Coal, LLC               12-52077            07/09/12
Kanawha River Ventures I, LLC         12-52078            07/09/12
Kanawha River Ventures II, LLC        12-52079            07/09/12
Kanawha River Ventures III, LLC       12-52080            07/09/12
KE Ventures, LLC                      12-52081            07/09/12
Little Creek, LLC                     12-52082            07/09/12
Logan Fork Coal Company               12-52083            07/09/12
Magnum Coal Company, LLC              12-52084            07/09/12
Magnum Coal Sales, LLC                12-52085            07/09/12
Martinka Coal Company, LLC            12-52086            07/09/12
Midland Trail Energy, LLC             12-52087            07/09/12
Midwest Coal Resources II, LLC        12-52088            07/09/12
Mountain View Coal Company, LLC       12-52089            07/09/12
New Trout Coal Holdings II, LLC       12-52090            07/09/12
Newtown Energy, Inc.                  12-52091            07/09/12
North Page Coal. Corp.                12-52092            07/09/12
Ohio County Coal Company, LLC         12-52094            07/09/12
Panther, LLC                          12-52095            07/09/12
Patriot Beaver Dam Holdings, LLC      12-52017            07/09/12
Patriot Coal Company, L.P.            12-52096            07/09/12
Patriot Coal Sales, LLC               12-52097            07/09/12
Patriot Coal Services, LLC            12-52102            07/09/12
Patriot Leasing Company, LLC          12-52103            07/09/12
Patriot Midwest Holdings, LLC         12-52104            07/09/12
Patriot Reserve Holdings, LLC         12-52105            07/09/12
Patriot Trading, LLC                  12-52106            07/09/12
PCX Enterprise, inc.                  12-52019            07/09/12
Pine Ridge Coal Company, LLC          12-52107            07/09/12
Pond Creek Land Resources, LLC        12-52108            07/09/12
Pond Fork Processing, LLC             12-52110            07/09/12
Remington Holdings, LLC               12-52117            07/09/12
Remington II, LLC                     12-52118            07/09/12
Remington, LLC                        12-52119            07/09/12
Rivers Edge Mining, Inc.              12-52120            07/09/12
Robin Land Company, LLC               12-52121            07/09/12
Sentry Mining, LLC                    12-52123            07/09/12
Snowberry land Company                12-52124            07/09/12
Speed Mining, LLC                     12-52125            07/09/12
Sterling Smokeless Coal Company, LLC  12-52127            07/09/12
TC Sales Company, LLC                 12-52128            07/09/12
The Presidents Energy Company, LLC    12-52130            07/09/12
Thunderhill Coal, LLC                 12-52131            07/09/12
Trout Coal Holdings, LLC              12-52132            07/09/12
Union County Coal Co., LLC            12-52133            07/09/12
Viper, LLC                            12-52134            07/09/12
Weatherby Processing, LLC             12-52135            07/09/12
Wildcat Energy, LLC                   12-52136            07/09/12
Wildcat, LLC                          12-52137            07/09/12
Will Scarlet Properties, LLC          12-52138            07/09/12
Winchester, LLC                       12-52139            07/09/12
Winifrede Dock Limited Liability
  Company                             12-52140            07/09/12
Yankeetown Dock, LLC                  12-52141            07/09/12

A. Brody Mining's List of Its Three Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mine Safety & Health               Vendor                  $52,578
Administration
P.O. Box 790390
St. Louis, MO 63179-0390

Industrial Design Products, Inc.   Vendor                   $1,940
311 Valleydale Street
Bluefield, VA 24605

Analabs                            Vendor                     $265
196 Dayton Street
Crab Orchard, WV 25827

B. Patriot Ventures' List of Its Two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wilmington Trust Company           8.25% Senior       $254,010,418
1100 North Market Street           Notes Due 2018
Rodney Square North
Wilmington, DE 19890

United Bank, Inc.                  Loan Guaranty        $4,111,460
500 Virginia Street East
Charleston, WV 25301


CAESARS ENTERTAINMENT: Subsidiaries to Offer $500MM Senior Notes
----------------------------------------------------------------
Caesars Entertainment Corporation's wholly-owned subsidiaries,
Paris Las Vegas Holding, LLC, Harrah's Las Vegas, LLC, Flamingo
Las Vegas Holding, LLC, Rio Properties, LLC, Harrah's Laughlin,
LLC, Harrah's Atlantic City Holding, Inc., Caesars Entertainment
Resort Properties, LLC, and Caesars Entertainment Resort
Properties Finance, Inc., intends to offer, through a private
placement, $500 million aggregate principal amount of first-
priority senior secured notes due 2020 and $1,350 million
aggregate principal amount of second-priority senior secured notes
due 2021.  The offering is subject to market and other conditions,
and may not occur as described or at all.

                     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.


CANOVA'S KITCHEN: Case Summary & 14 Unsecured Creditors
-------------------------------------------------------
Debtor: Canova's Kitchen, Inc.
          dba Peppers Deli & Pastas
        2 Alpine Way
        Victor, NY 14564

Bankruptcy Case No.: 13-21454

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       Western District of New York (Rochester)

Judge: Paul R. Warren

Debtor's Counsel: David H. Ealy, Esq.
                  TREVETT, CRISTO, SALZER & ANDOLINA, P.C.
                  2 State Street, Suite 1000
                  Rochester, NY 14614
                  Tel: (585) 454-2181
                  Fax: (585) 454-4026
                  E-mail: dealy@trevettlaw.com

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

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

A copy of the Company's list of its 14 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nywb13-21454.pdf

The petition was signed by Darren Canova, president


CARIBBEAN INTERNATIONAL: Case Summary & Creditors List
------------------------------------------------------
Debtor: Caribbean International Newscorporation
          aka El Vocero
              El Vocero De Puerto Rico
        P.O. Box 9027515
        SAN JUAN, PR 00902-7515

Bankruptcy Case No.: 13-07759

Chapter 11 Petition Date: September 20, 2013

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

Judge: Mildred Caban Flores

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

Scheduled Assets: $6,409,656

Scheduled Liabilities: $90,543,134

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-07759.pdf

The petition was signed by Peter Miller, Esq., president.


CLIFTON CONSTRUCTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Clifton Construction, Inc.
        18 Gulfstreatm Road
        Savannah, GA 31408

Bankruptcy Case No.: 13-41766

Chapter 11 Petition Date: September 20, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

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

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

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

The petition was signed by Gina C. Mincey, CEO, CFO, and
secretary.


CODA HOLDINGS: Nov. 1 Confirmation Hearing on Liquidation Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Nov. 1, 2013, at 11 a.m., to consider the
confirmation of the Plan of Liquidation of Adoc Holdings, Inc.,
formerly known as Coda Holdings, Inc., et al.  Objections, if any,
are due Oct. 25, 2013, at 4 p.m.

On Sept. 24, 2013, the Court approved the Second Amended
Disclosure Statement as containing adequate information.  The
Debtors are directed to distribute by Sept. 27, 2013, solicitation
packages to all holders of claims.

Ballots accepting or rejecting the Plan are due Oct. 25.  The
voting and balloting agent must file a ballot tabulation
certification no later than Oct. 30.  Any plan supplement must be
filed by Oct. 18, and replies to objections are due Oct. 30.

Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, on behalf of the
Debtors filed a Second Amended Disclosure Statement with respect
to the Plan on Sept. 24.

According to the Disclosure Statement, the central component of
the Plan is the establishment of the liquidation trust to
liquidate the Debtors' assets, including, without limitation,
certain causes of action.

The Plan is a product of extensive arms' length negotiations
between the Debtors, Creditors' Committee and the Secured Parties
to maximize recoveries to the Debtor's creditors and provides for
a fair allocation of the Debtor' remaining assets as a consequence
of the sale transaction with the purchaser.  The Plan effectuates
the goal by implementing the RSA and term sheet, which embodies
the global settlement agreement negotiated by and among the
Debtors, Creditors Committee and secured Parties.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/CODA_HOLDINGS_2ds.pdf

                       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.


COGI LLC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Cogi, LLC
        425 Madison Avenue, Suite 1700
        New York, NY 10017

Bankruptcy Case No.: 13-13092

Chapter 11 Petition Date: September 23, 2013

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

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  E-mail: smarkowitz@tarterkrinsky.com

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

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

A list of the Company?s seven largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-13092.pdf

The petition was signed by Trevor Davis, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Trevor Davis                           10-16722   12/21/10


COLUMBUS EXPLORATION: Court Dismisses Involuntary Petition
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
dismissed the involuntary Chapter 11 bankruptcy action filed
against alleged debtor Columbus Exploration LLC.

The Bankruptcy Court further ordered:

   1. The petitioning creditors will not refile an involuntary
bankruptcy petition against the Alleged Debtor.

   2. The dismissal will not have any claim or issue preclusive
effect on any rights the petitioning creditors may have to submit
their claim for determination by the receiver in the Ohio Action.

   3. The Dispatch parties, receiver, and petitioning creditors
will bear their own attorney's fees, costs and expenses with
respect to this involuntary bankruptcy.

On March 15, 2013, The Dispatch Printing Company and Donald C.
Fanta filed a motion to dismiss the involuntary bankruptcy case
against Columbus Exploration LLC.

On May 20, 2013, the Court entered an order granting the motion of
the Dispatch Printing and Mr. Fanta for relief from the automatic
stay to allow the Common Pleas Court of Franklin County, Ohio,
Case Nos. 05CVH10-11795 and 06CVH03-4469 to issue its decision on
the then pending motion to appoint a receiver.

On May 23, 2013, the Court in the Ohio Action issued its decision
granting the receiver motion and appointing Ira Kane the receiver
of Columbus Exploration LLC.

On Aug. 2, 2013, an order was entered granting leave for the
Receiver to intervene in the involuntary petition and granting him
an extension of time to respond to the involuntary petition.

On Sept. 9, 2013, the Receiver filed a Statement in Support of the
motion for the dismissal of the Bankruptcy Action.

                    About Columbus Exploration

On Feb. 26, 2013, Richard T. Robol, Robol Law Office, LLC, Debbie
Burley, Stephen Alexander CPA, Inc., and Lorz Communications,
Inc., filed an involuntary petition against Alleged Debtor
Columbus Exploration LLC.

The case is assigned Case Number: 13-10347 and is pending before
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware.

The Petitioners are represented by Amy D. Brown, Esq., and James
E. Huggett, Esq., at Margolis Edelstein, in Wilmington, Delaware.


CONSTELLATION ENTERPRISES: Revenue Slump Cue Moody's Downgrades
---------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Constellation
Enterprises, LLC, and corporate family rating to B3 from B2. The
rating outlook is Stable.

Downgrades:

Issuer: Constellation Enterprises, LLC

  Probability of Default Rating, to B3-PD from B2-PD

  Corporate Family Rating, to B3 from B2

  Senior Secured Regular Bond/Debenture to B3 LGD4, 52 % from B2
  LGD4, 55 %

Ratings Rationale:

Constellation's businesses, which are primarily driven by demand
for capital goods in the energy, transportation, and industrial
segments of the North American economy, are highly cyclical. As
such, the company's revenues and earnings tend to be subject to a
high degree of volatility. This is evidenced by the recent
dramatic reduction in revenue due to a decline in demand for
equipment related to oil and gas drilling (Jorgenson Forge, which
accounts for 20% of the company's sales in the first half of 2013)
and for rail car production (Columbus Castings, 30% of sales). In
the first half of 2013, sales in these two business units dropped
by over 40% from prior year's levels, as drilling activity
declined and rail car production leveled-off. Constellation's
other major business unit, Commercial Metal Forming (34% of
sales), also experienced a material, but less sharp, drop in sales
over this period (12%). Overall, first half 2013 total
consolidated sales dropped by more than 30% from the first half of
2012, while the LTM June 2013 sales of $239 represents an 18%
decline from the $290 million recorded as recently as December
2012. Operating margins, already thin (typically 2-3%), fell
further as a result, and credit metrics deteriorated accordingly.
Debt to EBITDA of over 8 times as of LTM June 2013, EBITDA less
CAPEX to Interest of less than 1 time, and Free Cash Flow to Debt
of less than 2% are metrics that more closely align with Caa-rated
companies. However, Moody's recognizes that a strong increase in
orders in 2013, with a concurrent increase in backlog, will likely
result in a resumption in growth in revenue and earnings starting
in Q4 2013 and continuing into 2014, allowing credit metrics to be
improve to levels more appropriate for a B3 rating. Over the
longer term, it is possible that a period of strong demand growth
for Constellation's products would improve margins and credit
metrics to levels that are strong relative to the current rating.
Nonetheless, Moody's believes that the highly cyclical demand
pattern, as illustrated by recent operating results, will be an
on-going constraint to ratings.

Moody's assesses Constellation's liquidity as adequate, and an
important supporting factor in the ratings. While the company
typically maintains less than $1 million of cash and near term
free cash flow is expected to be modest, Constellation maintains
good availability under a sizeable revolving credit facility. The
company maintains a $33 million asset-based revolving credit
facility due 2016 (unrated), with $24 million remaining
availability as of June 30, 2013, after approximately $3 million
of borrowings and less than $1 million use for letters of credit.
This facility may be used for working capital purposes or to
support semi-annual bond interest payments. The ABL revolver has a
fixed charge coverage ratio covenant that is tested if
availability falls below $7.5 million. Moody's estimates that
covenant compliance would be tight if they were tested, suggesting
that this covenant serves to limit excessive use of the facility,
but does not present a material risk of breach. Alternate
liquidity is limited, as substantially all assets are encumbered.

The stable ratings outlook reflects Moody's expectations for
moderate sales growth, with operating margins returning to the 2-
3% range in 2014. This should allow Debt to EBITDA to be restored
below 7 times, with EBITDA less CAPEX to Interest approaching 1
time. Although working capital increases may offset improvements
in Funds from Operations generated under such a recovery, Moody's
nonetheless expects that the company will have access to a
substantial portion of its borrowing-based revolver over this
time.

Ratings could be lowered if revenues growth is not achieved over
the near term, and if the company cannot return to sustainable,
positive operating profitability. Debt to EBITDA remaining in
excess of 8 times, EBITDA less CAPEX to Interest of less than 0.5
times, or any deterioration in liquidity, including increasing
reliance on the revolver, could result in a downgrade.

Ratings could be revised upward if the company can demonstrate
steady revenue growth and margin stability, while materially
reducing leverage. Sustained Debt to EBITDA of less than 6 times,
EBITDA less CAPEX to Interest of over 1.5 times, and Free Cash
Flow to Debt in excess of 5% would be supportive higher rating
consideration.

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

Constellation Enterprises, LLC, through its five operating
subsidiaries, is a manufacturer of custom engineered metal
components for various end markets such as rail transportation,
oil & gas, general industrial, nuclear, aerospace, and small gas
engine markets. Over 85% of Constellation's sales is derived from
the company's key operating subsidiaries: The Jorgensen Forge
Corporation, Commercial Metal Forming Inc., and Columbus Steel
Castings Company. The company is owned by Protostar Partners LLC.
Revenues for LTM period ended 6/30/2013 were $239 million.


CONTOUR INC: Goes Into Receivership
-----------------------------------
Singletrack News reports that Contour Cameras has gone into
receivership following news of shutting up shop.  The report
relates that the company is trying to find a buyer to hopefully
take over and carry on.

Contour, Inc., has entered into receivership under approval by the
Superior Court of Washington for King County.

The report relates that Contour abruptly shut its doors on Aug. 2,
2013 after protracted negotiations with investors failed to
produce a viable funding solution.  Remaining assets at the
company include an IP portfolio, customer lists and contracts,
supplier contracts, accounts receivable and inventories,
trademarks, and other assets, the report notes.

The report discloses that the assets will be sold "as is" free and
clear of all liens and encumbrances, and the sale will be subject
to an agreed Asset Purchase Agreement and final approval by the
Court.

The report notes that Inverness Group, LLC, by and through its
Managing Partner, John Davidson, has been appointed as Receiver.

The report relates that D.A. Davidson & Co has been engaged by the
receiver to help enable the sale of Contour assets through a
competitive bid process within sale procedures to be established
in the case.

"We look forward to facilitating a successful transaction in the
best interests of Contour's creditors and potentially enabling a
future for the Contour brand," the report quoted Nathan Pund,
managing director at D.A. Davidson, as saying.

Contour, Inc. is formerly a leading provider of POV cameras and
accessories.


CHRYSLER GROUP: Rising Medical Bills Behind Push for IPO
--------------------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reported
that the United Auto Workers union health trust pushing for an
initial public offering of Chrysler Group LLC is grappling with
rising medical costs at a time when its assets are largely tied up
in illiquid Chrysler securities.

According to the report, its need for cash to pay those bills is a
driving force behind Chrysler's filing of a registration
statement?a contractual obligation for an IPO that Chrysler's
majority owner, Fiat SpA, has made clear it doesn't want.

The trust pays medical benefits for about 120,000 Chrysler
retirees and had about $7.1 billion of its $8.7 billion in assets
tied to Chrysler securities at the end of 2011, its most recent
public report period, the report related.  It paid $666 million in
medical expenses for Chrysler retirees in 2011.

At that time the UAW trust valued its 41.5% stake in the Auburn
Hills, Mich., auto maker at $2.7 billion, and assigned a
$4.4 billion value on a note issued by Chrysler that pays 9%
interest annually through 2023, the report further related.

The trust reported that during 2011, its Chrysler holdings lost
2.1% and their value fell to $8.7 billion, from $9.4 billion at
the start of the year, according to documents posted to the
trust's website, the report said.

                       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.


CVR REFINING: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to CVR Refining L.P. (CVRR).  In addition,
S&P affirmed the issue-level rating of 'B+' and '3' recovery
rating to CVRR's $500 million senior unsecured notes due 2022.
The '3' recovery rating indicates that lenders can expect
meaningful (50% to 70%) recovery if a payment default occurs.  The
outlook is stable.

CVRR's rating reflects its "weak" business risk profile and
"aggressive" financial risk profile.  S&P rates CVRR, a variable
master limited partnership on a stand-alone basis.

"The refining sector's capital-intensive nature, inherent margin
volatility, and CVRR's concentrated asset base pressure credit
quality," said Standard & Poor's credit analyst Michael Llanos.

S&P expects the partnership will continue to earn margins at a
premium to the benchmark through late 2013.  Although
infrastructure developments and short-term market dynamics have
reduced the crude oil oversupply in the PADD-II region, compressed
the West Texas Intermediate (WTI) benchmark price discount to
Brent, and reduced profitability, S&P believes the WTI discount
should widen and restore mid-con refining profitability, albeit at
reduced levels relative to the 2011-2012 period.  Furthermore, S&P
believes CVRR as well as other industry peers are exposed to
cyclical swings in long-term commodity prices.  S&P do not expect
refined product demand to strengthen materially, assuming
continued motor vehicle fuel efficiency, sustained high prices,
and a slow economic recovery.

The stable outlook reflects CVRR's adequate liquidity and S&P's
expectation of above-average refining margins throughout 2013,
leading to leverage below 1x.  S&P could lower the ratings if CVRR
sustains consolidated debt to EBITDA above 3.5x.  This could occur
if management decides to pursue a dividend recapitalization.
Under the current capital structure, S&P do not expect this to
occur unless margins contract significantly due to weak "crack
spreads".  S&P do not expect to raise the rating given the current
level of ownership by a financial sponsor.  However, if this were
to change, S&P could raise the ratings if debt to EBITDA is
sustained at current levels and if the partnership maintains or
improves its business risk profile, for example, by further
diversifying its assets.


DESERT DESTINY: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: Desert Destiny Investments, LLC
          fdba Desert Dwellings Investments, LLC
        11800 E. Calle De Coronado
        Tucson, AZ 85749

Bankruptcy Case No.: 13-16661

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS, P.C.
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: law@ericslocumsparkspc.com

Scheduled Assets: $565,726

Scheduled Liabilities: $1,267,976

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-16661.pdf

The petition was signed by William Dunway, managing member.


DETROIT, MI: Bankruptcy Judge Delays Hearing on Swaps Deal
----------------------------------------------------------
Reuters reported that a U.S. Bankruptcy Court judge on Sept. 24
granted a motion by Detroit to delay a hearing on a controversial
deal between the city and banks aimed at ending interest-rate swap
agreements.

According to the report, in his order, Judge Stephen Rhodes, who
is overseeing Detroit's historic municipal bankruptcy case, said
the hearing that had been slated to start on Tuesday will be
adjourned to a date to be determined.

The ruling came after Detroit earlier on Sept. 24 requested the
court give it additional time to negotiate with bond insurers,
retirees, pension funds and some bond holders who objected to the
city's deal with swaps counterparties Merrill Lynch Capital
Services and UBS AG, the report related.

The city aims to end the swaps at a discount and free up casino
tax revenue used as collateral for the swap agreements, the report
said.  The city could use casino revenue, which totals as much as
$180 million a year, in a so-called debtor-in-possession financing
that would enable Detroit to settle with swaps counterparties and
investment money in the city.

The proposed $350 million debtor-in-possession financing would
give Detroit roughly $250 million it needs to pay the swaps
counterparties in order to terminate their agreements, the report
further related.  An additional $100 million from the financing
would serve as a line of credit for new investment, the city has
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.


DETROIT, MI: Accident Victim Not Exempt from Stay on Lawsuits
-------------------------------------------------------------
Alisa Priddle, writing for The Detroit Free Press, reported that
Judge Steven Rhodes denied a request by a car accident victim who
wanted his case against the city to move forward despite an
automatic stay that affects lawsuits while the City of Detroit is
under Chapter 9 bankruptcy protection.

According to the report, the Sept. 24 ruling in the case of
Michael Beydoun, who was hit by a police car that ran a red light,
sends a message that the judge will not allow a series of requests
that would undermine bankruptcy proceedings and prejudice
unsecured creditors.

Beydoun filed a motion Aug. 8 seeking relief from the stay for his
judgment, the report related.  He won a $2-million award in his
lawsuit that the city appealed. The matter is pending before the
Michigan Supreme Court.

On Sept. 10, Beydoun's lawyer argued that the city acted in bad
faith by filing for bankruptcy to avoid paying the judgment award,
the report said. "The governor and (emergency manager Kevyn) Orr
say Detroit could have filed 10 years ago, so why, 10 days after
the bond request for $2 million, did they file?" said attorney
Raymond Guzall II of Farmington Hills.

Jeffrey Ellman, a lawyer for the city, said the totality of the
city's debts and not any one issue drove the city to file for
bankruptcy, the report further related.  The city also argued that
"allowing the continuation of actions such as this would undermine
the protections of the automatic stay and jeopardize the city's
efforts to restructure."

                      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.


DEVONSHIRE PGA: Schedules Oct. 16 Plan Disclosure Hearing
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the new owner of the Devonshire at PGA National
continuing care retirement community in Palm Beach Gardens,
Florida, wants the pre-negotiated reorganization plan to be
approved on Nov. 4 by the U.S. Bankruptcy Court in Delaware.

According to the report, the plan, worked out before the Sept. 19
Chapter 11 filing, will transfer ownership to an affiliate of
Erickson Living Properties LLC.

The senior secured credit and a mezzanine loan were both in
default.  An affiliate of Baltimore-based Erickson acquired the
$158.2 million senior secured loan facility.  Just before
bankruptcy, an entity named HJSI-II LLC foreclosed the $20.2
million mezzanine loan and became the controlling owner, according
to court filings.

The report notes that the Chapter 11 plan provides for Erickson to
pay HJSI $3 million on account of the mezzanine loan, allowing
Erickson to become the sole owner.  Unsecured creditors and
residents will be unaffected by the plan.  The bankruptcy judge
set a hearing on Oct. 16 for conditional approval of disclosure
materials explaining the plan.  Originally, Devonshire wanted the
initial hearing on Sept. 26.

The report relates that in the originally proposed schedule,
Devonshire wanted the bankruptcy court to hold a confirmation
hearing on Nov. 4, both for final approval of the disclosure
statement and the plan.  The bankruptcy court gave Devonshire
interim authority to use cash standing as collateral for secured
lenders' claims.  The final hearing on cash use also will take
place Oct. 16.

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.


DEVONSHIRE PGA: Meeting to Form Creditors' Panel on Oct. 3
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on October 3, 2013 at 10:00 a.m. in
the bankruptcy case of Devonshire PGA Holdings, LLC, et al.  The
meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


E-REWARDS INC: Moody's Assigns 'B2' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service assigned new ratings to e-Rewards, Inc.,
including B2 Corporate Family and Senior Secured Ratings. Proceeds
of a new term loan (a new revolver will remain undrawn) will fund
a distribution to shareholders, including private equity firms
T.A. Associates, Polaris, and Sutter Hill.

Ratings Rationale

e-Rewards has a moderate level of debt-to-EBITDA of 4.7x
(including Moody's standard adjustments) compared to other
companies at the B2 rating level, although it operates with
relatively small scale and with concentration in a narrow but
growing web-based-survey market segment. These characteristics
position the rating solidly at B2. e-Rewards faces considerable
competition from numerous smaller companies and the ongoing risk
of potential new technologies or product offerings that could
disrupt the business model. Barriers to entry are relatively low,
although e-Rewards has built a solid customer list and has one of
the larger survey databases in the industry, which allow for some
customer preference. This customer stickiness, however, has led to
modest customer concentration as well.

Moody's anticipates 2013 revenue of close to $320 million, with
mid- to upper-single-digit revenue growth (consistent with the
past few years) and relatively stable operating margins going
forward, which should produce free-cash-flow-to-debt ratios in the
low- to mid-single-digit percentages for the next two years. These
metrics are generally in line with others at the B2 rating.
Moody's believes that these growth rates can be supported by
several favorable industry trends, including: Internet advertising
growing at 15% CAGR, 2011 through 2015; proliferation of mobile
devices worldwide, and; exceptionally strong growth in mobile
applications and in mobile advertising.

Given relatively small scale, narrow product focus, and broad
competitive threats, a rating upgrade would require materially
stronger credit metrics. The ratings could be upgraded if revenue
growth accelerates and can be sustained at upper-single-digit
rates, leverage can be sustained at less than 4.5x (reflecting
Moody's adjustments), and free-cash-flow-to-debt can be sustained
at least at 10%. The ratings could be downgraded if Moody's
expects revenues to approach flat growth (indicative, perhaps, of
the success of a substitute technology and/or the loss of one or
two significant customers), if debt-to-EBITDA escalates towards
6.0x, or if the ratio of free-cash-flow-to-debt falls into the
mid- or low-single-digit percentages.

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

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  Senior Secured Credit Facilities due 2018 and 2020, B2 (LGD3,
  48%)

The ratings outlook is stable.

e-Rewards, headquartered in Plano, Texas, enables customers to
conduct online market research studies with several million
Internet users who are enrolled as members of its general and
specialty survey panels. With Moody's-expected 2013 revenues of
nearly $320 million, e-Rewards is a market leader in providing
online and mobile survey-data collection, processing, and
reporting.

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


E-REWARDS INC: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Dallas-based digital
data collection company e-Rewards Inc. a preliminary 'B' corporate
credit rating.  The outlook is stable.

At the same time, S&P assigned the company's proposed senior
secured credit facility a preliminary 'B' issue-level rating, with
a preliminary recovery rating of '4', indicating S&P's expectation
for average (30% to 50%) recovery for lenders in the event of a
payment default.  The credit facility consists of a $40 million
revolving credit facility due 2018 and a $275 million senior
secured term loan due 2020.

The company plans to use the proceeds to fund a distribution to
shareholders, refinance existing indebtedness, and pay associated
fees and expenses.

The ratings reflect e-Rewards' "weak" business risk profile
resulting from its niche market focus and limited scope, as well
as its "highly leveraged" financial risk profile with pro forma
lease-adjusted leverage of 5x (6.3x when adjusted for redeemable
convertible preferred stock).  These factors are tempered by the
company's good market position in its niche, leading panel
retention rate, highest survey response rate, and diverse customer
base.  S&P expects e-Rewards to grow revenue at a mid- to high-
single-digit percent rate with a healthy high-teens EBITDA margin.
Nonetheless, S&P believes that leverage will be in the 4x to 5x
range over the next couple of years.  S&P believes that the
company will use its free cash flow for bolt-on acquisitions and
to repay some debt.  However, e-Rewards' private equity sponsor
ownership implies high tolerance for leverage.

e-Rewards is a leading provider of permission-based digital data
collection services to Market Research Agencies (MRAs) focused on
conducting online research for clients who serve business-to-
business, business-to-consumer, and hard-to-reach audiences.
Customers also include consulting firms, corporate clients, and
advertising and media agencies.  The company provides customers
with access to Internet users enrolled as members of the e-Rewards
or Valued Opinions panels, so that they can conduct online market
research studies.  Members are recruited by invitation or through
affiliate marketing and social media channels, and consist
primarily of consumers, business decision-makers, and medical
professionals.  Panel members are incentivized with reward points,
local currency credits, or virtual currency to participate in
market research surveys.  Members may redeem points or local
currency credits for corresponding levels of rewards once a
certain number of points have been accumulated.


EASTMAN KODAK: Asks Court to Approve Post-Confirmation Table
------------------------------------------------------------
Eastman Kodak Co. is proposing a post-confirmation timetable for
steps to achieve entry of final decrees in the Chapter 11 cases of
the company and its affiliated debtors.

According to the proposed timetable, Kodak expects the initial
payment to creditors to be made on or before Oct. 1, 2013, and the
second payment on or before Jan. 1, 2014.

The company also expects to object to or resolve all disputed
claims on or before March 3, 2014.  A copy of the proposed order
containing the post-confirmation timetable can be accessed for
free at http://is.gd/sxXBfx

Sullivan & Cromwell LLP, Kodak's legal counsel, will present the
proposed order to U.S. Bankruptcy Judge Allan Gropper for
signature on Sept. 30.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

At the end of April 2013, Kodak filed a 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.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EASTMAN KODAK: Wins Approval of Agreement to Assume RSW Contracts
-----------------------------------------------------------------
Eastman Kodak Co. obtained court approval of its agreement with
Rochester Silver Works LLC to take over seven of their existing
contracts.

Under the deal, Rochester agreed that Kodak has already cured all
defaults under the contracts to be assumed, and that no amount is
required to be paid by the company in connection with the
assumption of those contracts.

Rochester also agreed that Kodak has cured all defaults under
their contracts dated Sept. 30, 2011, which have to be assigned to
RED Rochester LLC, the company that bought Kodak's utility
operations at Eastman Business Park.  A copy of the agreement is
available for free at http://is.gd/b3BAiB

                         About Eastman Kodak

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

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

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

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

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

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

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

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

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

At the end of April 2013, Kodak filed a 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.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EASTMAN KODAK: Seeks Court Approval to Expand PwC Services
----------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
authorize PricewaterhouseCoopers LLP to provide additional audit
services to the company.

The new services to be provided by PwC are "substantially similar"
to those approved by the bankruptcy judge in his orders dated
March 22 and June 26, 2012, except that, in addition to the
integrated audit services, the firm will also perform an audit of
Kodak's consolidated financial statements for the period Jan. 1 to
Sept. 3, 2013, according the company.

PwC will be paid for the new services on an hourly basis, and will
receive reimbursement for work-related expenses.  The firm's
hourly rates are:

     Personnel                         Hourly Rates
     ---------                         ------------
     National Office                       $863
     Assurance/Tax/Risk Assurance Partner  $711
     Bankruptcy Specialist Director        $653
     Bankruptcy Specialist Manager         $507
     Director                              $499
     Senior Manager                        $425
     Manager                               $296
     Senior Associate                      $236
     Bankruptcy Specialist Sr. Associate   $418
     Associate                             $155

Young Conaway Stargatt & Taylor LLP, the company's legal counsel,
will present its supplemental employment application to Judge
Gropper for signature on Oct. 4.  Objections are due by Oct. 2.

                         About Eastman Kodak

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

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

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

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

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

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

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

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

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

At the end of April 2013, Kodak filed a 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.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EASTMAN KODAK: Asks Court to Approve Post-Confirmation Table
------------------------------------------------------------
Eastman Kodak Co. proposed a post-confirmation timetable for steps
to achieve entry of final decrees in the Chapter 11 cases of the
company and its affiliated debtors.

According to the proposed timetable, Kodak expects the initial
payment to creditors to be made on or before Oct. 1, 2013, and the
second payment on or before Jan. 1, 2014.

The company also expects to object to or resolve all disputed
claims on or before March 3, 2014.  A copy of the proposed order
containing the post-confirmation timetable can be accessed for
free at http://is.gd/sxXBfx

Sullivan & Cromwell LLP, Kodak's legal counsel, will present the
proposed order to U.S. Bankruptcy Judge Allan Gropper for
signature on Sept. 30.

                         About Eastman Kodak

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

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

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

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

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

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

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

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

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

At the end of April 2013, Kodak filed a 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.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


ECOTALITY INC: Court Approves Bidding Procedures
------------------------------------------------
Judge Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona approved the bidding procedures governing the
sale of the assets of Electric Transportation Engineering
Corporation, d/b/a ECOtality North America, and its debtor
affiliates.

Any potential bidder wanting to participate in an auction
scheduled for Oct. 8, 2013, at 10:00 a.m. (Mountain Standard
Time), must submit a qualified bid on or before Oct. 7.  The sale
hearing will be held on Oct. 9, at 1:30 p.m. (Mountain Standard
Time).  Objections to the approval of the sale must be received by
the Debtors on or before Oct. 7.  The Successful Bidder will be
required to consummate the purchase of the assets by 11:59 p.m.
(Mountain Standard Time) on Oct. 11, subject to extension by the
Debtors in their discretion.

Nissan North America, Inc., as DIP Lender, is deemed a potential
bidder and will have the option to submit a credit bid for some or
all of the Debtors' assets.

According to Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in Dallas, Texas, the Debtors received several
preliminary indications of interest from potential purchasers but
were unable to negotiate a stalking horse agreement prior to the
Petition Date, in significant part, because of the Debtors'
liquidity needs.  The Debtors believe that the bidding procedures
and an auction will afford them the best opportunity to market
their assets and maximize value while continuing to operate their
business, which will avoid a fire-sale liquidation process that
would result in severely depleted reserves for their estates,
their creditors, and other stakeholders.

The Debtors are also represented by DAVID P. SIMONDS, Esq., ARUN
KURICHETY, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in Los
Angeles, California; and JARED G. PARKER, Esq., at PARKER
SCHWARTZ, PLLC, in Phoenix, Arizona.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are 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.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.


ECOTALITY INC: Has Interim Authority to Obtain Nissan DIP Loans
---------------------------------------------------------------
Judge Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona gave Electric Transportation Engineering
Corporation, et al., interim authority to obtain secured,
superpriority postpetition financing consisting of a term loan in
the maximum principal amount of $1,250,000 from Nissan North
America, Inc., as lender.

Subject to a carve out, the DIP Lender, as security and collateral
for the DIP Financing, is granted first priority security
interests in and liens on the Debtors' assets except the
prepetition collateral, and second priority security interests in
and liens on the Prepetition Collateral.  The DIP Collateral
excludes any claims under Chapter 5 of the Bankruptcy Code and
their proceeds, except to the extent that the claims relate to the
proceeds of the government funded property.  The DIP Lender is
also granted an allowed superpriority administrative expense claim
for all DIP Obligations.

The Materialman, as adequate protection on account of their
interests in the Debtors' assets, will receive automatically
perfected, subordinated replacement liens on the DIP Collateral
and a superpriority administrative expense claim.

"Carve Out" means the sum set for in the Budget of: (i) all fees
required to be paid to the clerk of the Bankruptcy Court and to
the Office of the United States Trustee; (ii) fees and expenses of
up to $10,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; and (iii) fees and expenses of any Official
Committee of Unsecured Creditors in an amount up to, but not
exceeding, $30,000 of any Creditors' Committee.

All amounts outstanding and other Obligations will be due and
payable in full on the date that is the earliest of (i) any date
on which Lender accelerates the maturity of the DIP Financing,
(ii) the date upon which the Interim Order expires if the Final
Order has not been entered prior to that date, (iii) the closing
of the sale of the Debtors' assets, and (iv) October 28, 2013.

Interest will accrue on the outstanding principal balance of the
DIP Financing at a per annum rate equal to 5%.  All interest will
be due and payable on the Maturity Date.  Upon the occurrence and
during the continuation of an Event of Default, the Interest Rate
in effect at the time with respect to the Obligations will be
increased by 2% per annum.

The DIP Financing includes certain milestone requirements,
including (a) entry by the Bankruptcy Court of the Sale Procedures
Order, in a form acceptable to the DIP Lender, on or before
Sept. 20, 2013; (b) entry by the Bankruptcy Court of the Sale
Approval Order, in a form acceptable to the DIP Lender, on or
before Oct. 11, 2013; and (c) closing of the Sale on or before
Oct. 28, 2013.

Ilene J. Lashinky, the U.S. Trustee for Region 14, objected to the
Debtors' cash flow forecast, which proposes to allocate $260,000
for "Mgmt/Emp Retention."  According to the U.S. Trustee, no
further detail was provided in the DIP Financing Motion regarding
this item when the budget item constitutes some 20% of the DIP
Financing.  The Court overruled the U.S. Trustee's objection.

A final hearing will be held on Oct. 3, 2013, at 10:00 a.m.
(Mountain Standard Time).

The Debtors are represented by CHARLES R. GIBBS, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in Dallas, Texas; DAVID P. SIMONDS,
Esq., and ARUN KURICHETY, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California; and JARED G. PARKER, Esq., at
Parker Schwartz, PLLC, in Phoenix, Arizona.

The DIP Lender is represented by Michael R. Paslay, Esq., and
Robert P. Sweeter, Esq., at Waller Lansden Dortch & Davis, LLP, in
Nashville, Tennessee.

The U.S. Trustee is represented by ELIZABETH C. AMOROSI, Esq.,
Assistant United States Trustee, in Phoenix, Arizona.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are 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.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.


ECOTALITY INC: Taps Parker Schwartz as Local Bankruptcy Counsel
---------------------------------------------------------------
ECOtality, Inc., et al., sought and obtained authority from Judge
Randolph J. Haines of the U.S. Bankruptcy Court for the District
of Arizona to employ Parker Schwartz, PLLC, as local bankruptcy
counsel on the following terms and conditions:

   -- a minimum advance deposit payable to the firm of $35,000,
      including $9,000 for services rendered prepetition, plus an
      additional $7,278 for filing fees of the six debtor
      affiliates' cases;

   -- payment of hourly fees for the following attorneys: Jared G.
      Parker, Esq., at $465 per hour; Lawrence D. Hirsch, Esq., at
      $450 per hour; and Iva S. Hirsch, Esq., at $300 per hour;
      and

   -- payment of paralegal services will be billed at the
      following rates: Elizabeth Kiss at $125 per hour, Linda
      Miernik at $180 per hour, and Andrea Marshall at $160 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 Debtors and their
estates.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are 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.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.


ECOTALITY INC: Taps Kurtzman Carson as Claims & Noticing Agent
--------------------------------------------------------------
ECOtality, Inc., et al., sought and obtained authority from Judge
Randolph J. Haines of the U.S. Bankruptcy Court for the District
of Arizona to employ Kurtzman Carson Consultants LLC, as claims,
noticing and solicitation agent.

Evan J. Gershbein, a senior vice president with Kurtzman Carson
Consultants LLC, 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
Debtors and their estates.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are 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.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.


ECOTALITY INC: Section 341(a) Meeting Set on October 22
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Ecotality, Inc.,
will be held on Oct. 22, 2013, at 9:00 a.m. at US Trustee Meeting
Room, 230 N. First Avenue, Suite 102, Phoenix, AZ.

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

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

                       About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction the following
month.

The cases are 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.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.


EDISON MISSION: Has Until Dec. 31 to Decide on Leases
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended until Dec. 31, 2013, Edison Mission Energy, et al.'s time
to assume or reject Powerton and Joliet leases and related
agreements.

As reported in the Troubled Company Reporter on Sept. 17, 2013,
the Debtors relate that to the extent that the leases are
rejected, MWG intends to continue operating the Facilities in the
ordinary course until the relevant, applicable required regulatory
approvals are obtained to facilitate the orderly turnover of the
Facilities to the owner lessors.

On April 11, 2013, the Court entered an order establishing July 1,
2013, as the deadline for debtor Midwest Generation, LLC to assume
or reject the Leases.  On June 27, the Court entered an order
further extending the deadline for MWG to assume or reject the
Leases through Sept. 30.  On Oct. 1, absent further action by the
Debtors, the Leases will be deemed rejected pursuant to the
Original Extension Order.

According to papers filed with the Court, to avoid assumption or
rejection of the Leases pursuant to Section 365(a) of the
Bankruptcy Code at this time, which may impair stakeholder value,
and to enable the Debtors to continue the sale process for
substantially of the Debtors' assets, MWG and EME are prepared to
offer consideration to the Trustee, Certificateholders, and Owner
Lessors in return for an extension of the deadline to assume or
reject the Leases.  Specifically, MWG and EME are prepared to
agree to an extension of the deadline for MWG to assume or reject
the Leases through Dec. 31, on terms that are substantially
similar to those provided in the Original Extension Order.

A copy of the Motion is available at:

             http://bankrupt.com/misc/EME.doc1176.pdf

                       About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

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

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

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


ENERGY XXI: Moody's Rates New $500MM Senior Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Energy XXI Gulf
Coast, Inc.'s announced $500 million senior unsecured notes
offering. Net proceeds of $492 million from the notes will be used
to repay the outstanding balance under its revolving credit
facility. EXXI's other ratings and stable outlook remained
unchanged.

"The note offering represents a terming-out of the revolver debt
and is leverage neutral," said Saulat Sultan, Moody's Vice
President. "While financial flexibility is enhanced, the
production growth profile and share repurchase program remain key
concerns."

Assignment:

  $500 Million Senior Unsecured Rating of B3, LGD 5 - 71 %

EXXI's ratings that were unchanged:

  Corporate Family Rating of B2

  Probability of Default Rating of B2 - PD

  Senior Unsecured Rating of B3

  LGD Senior Unsecured Assessment of LGD 5 - 71 %

  Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale:

The B3 rating on the proposed $500 million senior unsecured notes
reflects both the overall probability of default of EXXI, to which
Moody's assigns a Probability of Default rating of B2-PD, and a
loss given default of LGD5 (71%). The notes are subordinated to
the senior secured credit facility's potential priority claim to
the company's assets. The size of the potential senior secured
claims relative to the senior unsecured notes results in the
senior notes being rated one notch below the B2 CFR under Moody's
Loss Given Default Methodology.

Moody's considers the transaction credit neutral. However, it does
improve liquidity by offering more flexibility by freeing up the
revolver balances.

The B2 CFR reflects EXXI's geographic concentration in the US Gulf
of Mexico in light of unique challenges associated with operating
there, relatively small scale, moderate production growth profile,
and a delay in deleveraging driven by the announced $250 million
debt-funded share buyback program of which $156 million remains at
the end of fiscal year 2013. However, the company's "oily" asset
profile, high exposure to Brent-like pricing and resulting solid
cash margins, promising initial results from its horizontal
drilling program, and a renewed emphasis on managing capital
spending in line with cash flows are credit positive.

Moody's notes that EXXI's focus on horizontal drilling, despite
the almost flat production profile, has paid dividends securing
proved reserves that in fiscal year 2013 have grown by close to
49% and proved developed reserves that have grown by about 34%.
The company has yet to realize material benefits in terms of
reserves or production from its significant investments totaling
over $330 million in the ultra-deep program in the GoM of which
$87 million was contributed during the last fiscal year ending in
June 30, 2013.

The SGL-3 rating reflects Moody's view of adequate liquidity
through 2014. EXXI amended its revolving credit facility in April
2013 to increase the commitments under the facility to $1.7
billion, and extend the maturity to April 2018.

The facility was further amended in early May 2013 to modify the
restricted payments basket to allow for the announced stock
repurchase of which $156 million remain for fiscal year 2014. As
of September 20, 2013 there was $491 million balance outstanding
on the revolving credit facility. The company expects the
September borrowing base redetermination to increase the size of
the borrowing base to approximately $1.1 billion pro-forma for the
pending note offering. Management plans to continue its share
repurchase program at a measured pace but the program remains
intact.

The company continues to outspend cash flow albeit at a lower
rate. Moody's expects the company to outspend cash flow in the
next twelve months at about $100 million excluding further share
repurchases in the fiscal year 2014. The company is expected to be
well within the maintenance covenants under the revolving credit
facility and there are no significant maturities until 2017. All
EXXI's assets are encumbered, hence there are limited alternate
sources of liquidity.

EXXI's stable outlook reflects the expected steady growth in its
reserve base and production profile. It also incorporates Moody's
expectation that its horizontal drilling program achieves
projected results and that no additional shareholder-friendly
actions will be undertaken until leverage metrics improve.

The rating could be downgraded if EXXI's debt / average daily
production ratio remains above $38,000 / barrel of oil equivalent
per day (boe/d) on a sustained basis or if its debt / proved
developed reserves ratio remains at or above $15/boe range for an
extended period of time.

A rating upgrade could be considered if the average daily
production approaches 70,000 boe/d while debt / proved reserves
remains below $12/boe on a sustained basis.

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

Energy XXI (Bermuda) Limited which is headquartered in Hamilton,
Bermuda is engaged in the exploration and production of oil,
natural gas liquids and natural gas. Energy XXI Gulf Coast, Inc.
(EXXI) is an indirect wholly-owned subsidiary of publicly listed
Energy XXI (Bermuda) Limited (Energy XXI).

For any affected securities or rated entities receiving direct
credit support from the primary entity(ies) of this rating action,
and whose ratings may change as a result of this rating action,
the associated regulatory disclosures will be those of the
guarantor entity. Exceptions to this approach exist for the
following disclosures, if applicable to jurisdiction: Ancillary
Services, Disclosure to rated entity, Disclosure from rated
entity.


FINJAN HOLDINGS: Files Patent Infringement Lawsuit vs. Websense
---------------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary, Finjan, Inc. (Finjan) has
filed a patent infringement lawsuit against Websense, Inc.,
alleging infringement of Finjan patents relating to endpoint, web,
and network security technologies.

The complaint, filed in the U.S. District Court for the Northern
District of California, alleges that Websense's products and
services infringe upon four of Finjan's patents.  In the
complaint, Finjan is seeking undisclosed damages from Websense.

                           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.


FORUM ENERGY: S&P Assigns 'BB' CCR; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
corporate credit rating to Houston-based Forum Energy Technologies
Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating (same
as the corporate credit rating) to Forum's proposed $300 million
senior unsecured notes due 2021.  The recovery rating is '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default.

S&P expects Forum will use proceeds from the proposed notes to
repay outstanding borrowings on its term loan and credit
facilities due 2016.

"The stable outlook reflects our expectation that debt leverage
will not exceed 2.5x and that liquidity will remain strong over
the next 12 to 18 months.  Acquisitions should be funded in a
manner that allows Forum to maintain strong liquidity and pro
forma financial measures consistent with our expectations for the
rating," said Standard & Poor's credit analyst Paul Harvey.

S&P views an upgrade as unlikely over the next 12 months given
Forum's midsize scale of operations and exposure to the onshore
North America market.  Before considering an upgrade, Forum would
need to substantially expand its scale of operations, as well as
significantly diversify away from the onshore North American
market.  This most likely could occur if Forum continues to
successfully execute its acquisition-driven growth and
diversification, while maintaining debt leverage of 2.5x or less.

S&P could lower ratings if projected debt leverage exceeded 3.5x
with no near-term remedy.  Such an event could occur if revenue
growth flattened and gross margins fell to less than 25% for a
prolonged period.  Alternatively, if Forum adopted a more
shareholder-friendly financial policy, such as large dividends or
share repurchases, S&P could lower ratings.


FRIENDFINDER NETWORKS: Files Plan; No Liquidation Analysis Yet
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FriendFinder Networks Inc., the operator of adult
social networking Web sites, filed a plan on Sept. 21 containing
details on a reorganization worked out with about 80 percent of
first and second-lien lenders before the Sept. 17 Chapter 11
filing.

According to the report, holders of the $234.3 million in
14 percent first-lien notes will receive accrued interest plus an
equal amount in new 14 percent first-lien notes to mature in five
years.  Excess cash will be used in part to pay down principal on
the notes before maturity.

The report notes that holders of $330.8 million in two issues of
second-lien notes are to receive all the new equity.  The
disclosure statement accompanying the plan has blank spaces where
lien holders later will be told the estimated percentage
recoveries represented by ownership of the new equity and notes.
The draft disclosure statement as yet has no liquidation analysis
showing a projected value for the company after bankruptcy.
Unsecured creditors are to be paid in full.

                    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.

The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L.
Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP,
in New York, as lead bankruptcy counsel; and Dennis A. Meloro,
Esq., in Wilmington, Delaware, as local Delaware counsel.  Akerman
Senterfitt serves as the Debtors' special and conflicts counsel.
The Debtors' financial advisor is SSG Capital Advisors LLC.  BMC
Group, Inc., is the Debtors' claims and noticing agent.


GAMES & THINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Games & Things Atlanta, Inc.
        6438 Dawson Boulevard
        Norcross, GA 30093

Bankruptcy Case No.: 13-70599

Chapter 11 Petition Date: September 20, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Howard P. Slomka, Esq.
                  SLOMKA LAW FIRM, P.C.
                  1069 Spring Street, NW, 2nd Floor
                  Atlanta, GA 30309
                  Tel: (678) 732-0001
                  Fax: (888) 259-6137
                  E-mail: info@slomkalawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-70599.pdf

The petition was signed by Robert D. Baxter, president.


GENERAL MOTORS: Raises $4.5 Billion in Debt Placement
-----------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. expanded to $4.5 billion its first major
private debt offering since the company emerged from bankruptcy
protection.

According to WSJ, the auto maker will spend $3.2 billion of the
proceeds from the placement of three series of senior unsecured
notes to repurchase 120 million shares of preferred shares held by
a United Auto Workers union retiree health-care trust.

Additionally, GM said it would use another $1.2 billion to prepay
in full its 7% notes held by the Canadian Auto Workers' Union
Health Care Trust, the report related.  Those notes were due in
periodic installments through 2018, including accrued interest.

"We're taking advantage of a favorable market to lower our cost of
capital, increase our financial flexibility and further strengthen
our fortress balance sheet," said GM finance chief Dan Ammann, the
report cited.

The transactions combined are expected to add 11 cents a share, or
about $152 million, to GM's 2014 earnings. GM, however, will take
a charge of $800 million in the third quarter of this year
associated with the repurchase of the preferred shares, the report
said.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. 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, 2011.


GREAT NORTHERN: Ch.7 Trustee Wants to Terminate 401(k) Plan
-----------------------------------------------------------
Gary M. Growe, the Chapter 7 bankruptcy trustee for Great Northern
Paper Inc., is seeking approval from the U.S. Bankruptcy Court for
the District of Maine of procedures to amend and terminate the
Great Northern Paper Inc. Savings and Capital Growth Plan for
Salaried Employees.  The plan is a 401(k) profit sharing plan
providing benefits for certain former salaried employees of Great
Northern Paper.

The trustee also seeks permission to pay plan-related expenses and
make a related distribgution of plan assets.

A hearing on the trustee's request is set for Oct. 3 at 10:00 a.m.
in Bangor, Maine.  Objections are due Sept. 30.

The trustee is represented by Jeffrey T. Piampiano, Esq. --
jpiampiano@dwmlaw.com -- at Drummond Woodsum.

Headquartered in Millinocket, Maine, Great Northern Paper, Inc.,
one of the largest producers of groundwood specialty papers in
North America, filed for chapter 11 protection on January 9, 2003
(Bankr. Maine Case No. 03-10048).  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represented the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  In early
2003, Belgravia purchased substantially all of the Debtor's assets
for approximately $75 million.  The Bankruptcy Court converted the
Debtor's case to a chapter 7 liquidation proceeding on May 22,
2003.  Gary M. Growe is the chapter 7 Trustee for the Debtor's
estate.  Jeffrey T. Piampiano, Esq., at Drummond Woodsum &
MacMahon represents the chapter 7 Trustee.


GREENBROOK ASSOCIATES: Case Summary & 6 Unsec. Creditors
--------------------------------------------------------
Debtor: Greenbrook Associates, Ltd.
        132 West Greenbrook Road
        North Caldwell, NJ 07006

Bankruptcy Case No.: 13-30829

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Bruce H. Levitt, Esq.
                  LEVITT & SLAFKES, P.C.
                  76 S. Orange Avenue, Suite 305
                  South Orange, NJ 07079
                  Tel: (973) 313-1200
                  E-mail: blevitt@levittslafkes.com

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

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

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb13-30829.pdf

The petition was signed by Phylis Dederick, president.


GRS CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: GRS Corporation
        1197C Rochester Road
        Troy, MI 48083

Bankruptcy Case No.: 13-57678

Chapter 11 Petition Date: September 23, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Michael I. Zousmer, Esq.
                  NATHAN ZOUSMER, P.C.
                  310 Franklin Center
                  29100 Northwestern Hwy.
                  Southfield, MI 48034
                  Tel: (248) 351-0099
                  Fax: (248) 351-0487
                  E-mail: mzousmer@nathanzousmer.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Robert Pasek.


HERON LAKE: Inks Indenture with U.S. Bank
-----------------------------------------
Heron Lake BioEnergy, LLC, entered into an indenture with U.S.
Bank National Association, as trustee and collateral agent, in
connection with the closing of the Company's offering of a maximum
of $12 million aggregate principal amount of the Company's 7.25
percent Secured Subordinated Notes due 2018.

Under the terms of the Offering, as amended, subscribers had the
option to subscribe for Notes or for the Company's membership
units at the purchase price of $0.30 per unit.  The Offering
included the Company's sale of an aggregate principal amount of
$1,407,000 of interim subordinated notes on May 17, 2013.  The
Offering also included the Company's sale of 8,075,000 class A
membership units and 15,000,000 class B membership units in
exchange for aggregate proceeds of $6,922,500, or $0.30 per unit,
to Project Viking, L.L.C., on July 31, 2013.

On Sept. 18, 2013, the Company sold an aggregate principal amount
of $2,838,000 of the Notes and $832,500 of class A membership
units for $0.30 per unit, thereby selling the maximum Offering
amount.  Those subscribers who purchased interim subordinated
notes on May 17, 2013, were each provided the option to either
convert their notes into membership units at the purchase price of
$0.30 per unit, or exchange their notes for Notes under the
Indenture, per the original terms of the interim subordinated
notes.  Of these interim note holders, those holding an aggregate
principal amount of $1,305,000 of interim subordinated notes
elected to exchange their notes for Notes under the Indenture,
while Project Viking, L.L.C., which held an aggregate principal
amount of $102,000 of interim subordinated notes, elected to
convert its notes into membership units.

The Offering proceeds have been or will be used by the Company to
pay down its debt to AgStar Financial Services, PCA, the Company's
senior lender, pursuant to the terms of the Company's agreements
with AgStar.

A copy of the Indenture is available for free at:

                        http://is.gd/5Ulh63

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.  The Company's balance sheet at
July 31, 2013, showed $60.75 million in total assets, $35.47
million in total liabilities and $25.27 million total members'
equity.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants...AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection," according to the
Company's quarterly report for the three months ended Jan. 31,
2013.


HIGHWAY TECHNOLOGIES: To Liquidate in Chapter 7
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Highway Technologies Inc., a provider of roadway
guard rails, barriers and signs, sold the assets and decided in
consultation with creditors that proceeds could be most
efficiently distributed by converting the Chapter 11
reorganization to a liquidation in Chapter 7.

According to the report, the principal asset sale was completed in
August, and unsecured creditors settled with the lenders.  Even a
liquidating Chapter 11 plan wasn't feasible in view of claims by
suppliers and workers entitled to be paid in full.  There will be
a hearing on Oct. 16 for the Delaware bankruptcy judge to approve
conversion to Chapter 7, where a trustee is appointed
automatically.

The report notes that the settlement with secured lenders creates
an unsecured creditors' trust to be funded with 80 percent of
proceeds from the sale of "rolling stock."  The lenders will
receive nothing until unsecured creditors recover 10 percent.
Then the lenders and unsecured creditors will share pro rata.
From lawsuit recoveries, unsecured creditors receive the first
$1 million.  From larger recoveries, the lenders and unsecured
creditors share 50-50.

The report relates that the settlement also raised the fund to pay
the committee's lawyer by $200,000 to $425,000.  In addition,
$500,000 was set aside for payments of priority claims and
expenses of the Chapter 11 case.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., Debra I. Grassgreen, Esq., Bruce
Grohsgal, Esq., Maria A. Bove, Esq., and John W. Lucas, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The Company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.  In
its amended schedules, Highway Technologies disclosed $41,350,616
in assets and $91,780,181 in liabilities.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
represents the Official Unsecured Creditors' Committee as counsel.
Gavin/Solmonese LLC serves as its financial advisor.


HORNBECK OFFSHORE: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Covington, La.-based Hornbeck Offshore Services to
positive from stable and affirmed its 'B+' corporate credit rating
on the company.

The rating on the company's senior unsecured debt remains 'BB-'.
The recovery rating on the debt remains '2', indicating S&P's
expectation of substantial (70% to 90%) recovery of principal in
the event of a payment default.

"We could raise the corporate credit rating if we believe that the
company will be able to maintain debt to EBITDA at less than 3.5x
for several quarters.  For this to happen, we believe that
industry conditions would need to remain strong in the Gulf of
Mexico and the company would need to contract its newbuild
offshore supply vessels at favorable day rates," said Standard &
Poor's credit analyst Stephen Scovotti.

S&P could revise the outlook to stable if it believes that debt to
EBITDA will not be sustained at less than 3.5x.  S&P believes this
could happen if industry conditions weaken, if the company is
unable to contract newbuilds at favorable day rates, or the
company pursues a more aggressive financial policy.


IDERA PHARMACEUTICALS: Offering Common Stock & Warrants
-------------------------------------------------------
Idera Pharmaceuticals, Inc., intends to offer and sell shares of
its common stock and pre-funded warrants to purchase shares of its
common stock in an underwritten public offering.  Piper Jaffray &
Co. is acting as sole manager for the offering.  The offering is
subject to market conditions, and there can be no assurance as to
whether or when the offering may be completed, or as to the actual
size or terms of the offering.

The securities are being offered by the Company pursuant to a
shelf registration statement previously filed with and declared
effective by the Securities and Exchange Commission on Sept. 18,
2013.  The offering will be made only by means of the written
prospectus and prospectus supplement that form a part of the
registration statement.  Copies of the preliminary prospectus
supplement and the accompanying prospectus relating to the
securities being offered may also be obtained from Piper Jaffray &
Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03,
Minneapolis, MN 55402, via telephone at 800-747-3924 or email at
prospectus@pjc.com.

                    About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at March 31, 2013, showed
$6.81 million in total assets, $4.10 million in total liabilities,
$5.92 million in series D redeemable convertible preferred stock,
and a $3.21 million total stockholders' deficit.


IMMUCOR INC: Moody's Retains B3 CFR Following Term Loan Repricing
-----------------------------------------------------------------
Moody's Investors Service commented that Immucor, Inc.'s planned
repricing of its $665 million senior secured term loan due 2018 is
credit positive, but does not impact its debt ratings including
the B3 Corporate Family Rating or stable outlook. Moody's notes
that the savings from lower interest expense per the proposed
amendment should improve Immucor's cash flow slightly.

The principal methodology used in rating Immucor, Inc. was the
Global Medical Product and Device Industry Methodology published
in October 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Immucor, Inc. headquartered in Norcross, Georgia, is a leading in-
vitro diagnostic blood typing and screening company that develops
and manufactures reagents and automated systems used by hospitals,
donor centers and reference laboratories. Immucor reported net
annual sales of approximately $348 million in FY 2013.


INTERNATIONAL FOAM: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: International Foam Packaging, LLC
        5639 Eastport Blvd.
        Henrico, VA 23231-4444

Bankruptcy Case No.: 13-35109

Chapter 11 Petition Date: September 23, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Keith L. Phillips

Debtor's Counsel: Ronald A. Page, Jr., Esq.
                  RONALD PAGE, PLC
                  501 E. Franklin St., Suite #626
                  Richmond, VA 23219
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Joseph P. Sullivan, president.


IRISH BANK RESOLUTION: Has Interim Reprieve From Borrower Suits
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irish Bank Resolution Corp., formed to complete the
liquidation of Ireland's Anglo Irish Bank Corp. and Irish
Nationwide Building Society, is at least temporarily immune from
lawsuits in the U.S.

According to the report, IBRC filed a Chapter 15 cross-border
bankruptcy petition in August, eventually intending for the judge
in Delaware to declare that a court in Ireland is home to the so-
called foreign-main bankruptcy proceeding.  Chapter 15, unlike
other forms of U.S. bankruptcy, doesn't carry with it a so-called
automatic stay immediately halting all manner of legal actions and
interference with the company's property.  Consequently, IBRC
arranged a hearing allowing the bankruptcy judge to sign an order
on Sept. 23 applying the automatic stay, mostly to halt lawsuits
by borrowers who sued the two banks in the U.S., alleging
irregularities in the loans.

The report notes that there will be another hearing on Oct. 8 for
borrowers associated with an individual named John Flynn to argue
that the injunction isn't applicable or shouldn't be applicable to
them.

The report relates they have lawsuits pending in U.S. District
Court in Manhattan.  The court in Ireland declined to allow the
Flynn suits to proceed, according to IBRC.  If the U.S. Bankruptcy
Court decides that Ireland is home to the primary bankruptcy,
creditor actions and lawsuits in the U.S. will be halted
automatically.  Mr. Flynn and others contend that IBRC, created
under a special-purpose Irish law, doesn't qualify for Chapter 15
protection, designed to assist a court in another country.

                         About Irish Bank

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

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

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

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

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


ISC8 INC: Appoints Simon Williams as Director
---------------------------------------------
The Board of Directors of ISC8 Inc. appointed Mr. Simon Williams
to serve as a director, effective Sept. 18, 2013.  Mr. Williams is
not currently serving on any Board committees.

Mr. Williams currently serves as chief technical officer and Head
of Products for GroundCntrl, Inc., a silicon valley based startup
that builds solutions for Enterprise Process Analysis leveraging
mobile devices, cloud computing and big data analytics.  Mr.
Williams also serves on the board of Byogy Renewables Inc., a
biofuels organization that produces advanced biofuels from any
source of bio ethanol.  Prior to GroundCntrl, Mr. Williams was
senior vice president of Product Management at Metaswitch
Networks, chief technical officer of Ericsson's IP and Broadband
divisions, and held various senior-level sales and product
management positions including senior vice president of Products,
Marketing and Strategy for Redback Networks, which was acquired by
Ericsson in 2007.  Mr. Williams holds a B.Sc. in Electrical
Engineering from Queen's University in Kingston, Ontario Canada.

There are no arrangements or understandings between Mr. Williams
and the Company in connection with his appointment.  Prior to his
appointment, Mr. Williams participated in certain of the Company's
private offerings, wherein he received two senior subordinated
secured promissory notes in the principal amounts of $150,000 and
$50,291, which notes accrue interest at a rate of 12 percent per
annum and mature on Jan. 31, 2014.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $4.71 million in
total assets, $47.74 million in total liabilities and a
$43.02 million total stockholders' deficit.


IVANHOE RANCH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ivanhoe Ranch Partners LLC
          aka Ivanhoe Development Corp.
        3121 Willow Glen Drive
        El Cajon, CA 92019

Bankruptcy Case No.: 13-09397

Chapter 11 Petition Date: September 23, 2013

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

Judge: Laura S. Taylor

Debtor's Counsel: Kenneth C. Hoyt, Esq.
                  HOYT LAW FIRM
                  181 Rea Avenue, Suite 201D
                  El Cajon, CA 92020
                  Tel: (619) 588-1726
                  E-mail: mark@hoytlegal.com

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

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

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

The petition was signed by Henry Gamboa, managing member.


J O AND SONS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J O and Sons, LLC
        3462 Sagamore Drive
        Huntington Beach, CA 92649

Bankruptcy Case No.: 13-18097

Chapter 11 Petition Date: September 23, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Laurel E. Davis

Debtor's Counsel: Natalie M. Cox, Esq.
                  KOLESAR & LEATHAM
                  400 S. Rampart Boulevard
                  Las Vegas, NV 89145
                  Tel: (702) 362-7800
                  Fax: (702) 362-1281
                  E-mail: ncox@klnevada.com

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

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

A list of the Company?s 16 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-18097.pdf

The petition was signed by Peter Yang, managing member.


JERRY'S NUGGET: Nov. 16 Hearing on Trustee Appointment Vacated
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada, in a minute
entry, said that the hearing set for Nov. 6 on the motion to
appoint a trustee, is vacated and continued until Feb. 10, 2014.

The Court held a hearing on the Trustee motion on Sept. 24.

As reported in the Troubled Company Reporter on Aug. 16, 2013,
U.S. Bank National Association, a secured creditor, asked the
Court to employ a trustee in the Debtors' cases on these grounds:

   A. The Debtors have not fulfilled their fiduciary duties to
      creditors.

   B. The Debtors have been dishonest by failing to disclose
      significant transfers to insiders

   C. The Debtors refuse to pursue valuable fraudulent transfer
      and intercompany claims against insiders.

   D. Current management has grossly mismanaged the Debtors and
      wasted corporate assets.

In the event the Court does not appoint a trustee, U.S. Bank wants
the Court to appoint an examiner.

            About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., at Gordon Silver represent the Debtors.  Jerry's Nugget
estimated assets and debts of $10 million to $50 million.  Jerry's
Nugget said its current going concern value is at least
$8 million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.

The Debtors' Plan generally provides for the repayment of claims
against the Debtors as: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their pro rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts.  Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100
percent of the Reorganized Debtors' stock and membership issued to
the Stamis Trusts.

The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan.

The law firm of Dorsey & Whitney represents US Bank; Morris Law
Group and H3 Law represent CRE; The Schwartz Law Firm represent
The George Stamis Family Trust, George Stamis and Effie Stamis.


JMC STEEL: Poor Performance Prompts Moody's to Lower CFR to B3
--------------------------------------------------------------
Moody's Investors Service downgraded JMC Steel Group's corporate
family rating to B3 from B2, its probability of default rating to
B3-PD from B2-PD and maintained a negative ratings outlook. The
downgrade reflects JMC's significantly weaker than expected
operating results, which have precluded the deleveraging expected
after the Lakeside Steel acquisition in 2012 and led to a
substantial deterioration in its credit metrics.

The following actions were taken:

Corporate family rating, lowered to B3;

Probability of default rating, lowered to B3-PD;

Senior secured term loan, lowered to B2 (LGD 3, 42%)

Senior unsecured notes, lowered to Caa1 (LGD 4, 69%)

Ratings Rationale:

JMC's B3 corporate family rating reflects the company's recent
weak operating trends, elevated leverage and low interest
coverage. The rating also reflects Moody's expectation that the
company's most important end-market, the domestic non-residential
construction sector, will gradually improve from historically
depressed levels. The company's inability to improve Lakeside
Steel's (EnergeX) loss making operations despite spending more
than $200 million to acquire and invest in this business also
weighs on the rating. The rating favorably considers the company's
leading market position for a number of its structural, pipe and
electrical conduit products. It also reflects Moody's expectation
that the markets served by JMC should gradually improve, and
combined with enhanced operating efficiencies at EnergeX, lead to
improvements in earnings and cash flow generation. The rating also
benefits from the company's adequate liquidity, which includes $43
million of unrestricted cash and $286 million of borrowing
availability.

JMC's operating results have weakened considerably over the past
year due to lower steel prices, soft end-market demand and
significant losses at its EnergeX division. Softening steel prices
have led to lower net metal spreads and shipments have been
limited by non-residential construction remaining at historically
depressed levels. In addition, the operating results of EnergeX
have been significantly weaker than expected due to startup costs,
operational inefficiencies and competitive market conditions. This
has resulted in JMC's adjusted EBITDA declining to approximately
$154 million over the trailing 12 months ended June 29, 2013
versus approximately $270 million in the prior year.

JMC's acquisition of Lakeside Steel in March 2012 for $146 million
led to an increase in the company's adjusted debt to $1.5 billion.
The company's outstanding debt has increased modestly over the
past five quarters due to weaker than expected operating results,
which have also led to a substantial deterioration in JMC's credit
metrics. Since the acquisition of Lakeside Steel, its adjusted
leverage ratio (Debt/EBITDA) has increased to 10.1x from 4.2x and
its interest coverage ratio (EBIT/Interest Expense) has declined
to 0.7x from 2.6x. JMC's metrics are expected to improve over the
next 12 to 18 months driven by gradually improving non-residential
construction activity, improved operating efficiencies and higher
oil country tubular goods (OCTG) prices. Moody's expects improved
non-residential construction activity to support increased demand
for the company's core structural steel, pipe and electrical
conduit products. In addition, operating efficiencies and pricing
should improve for the EnergeX division driven by cost cutting and
operational improvement initiatives implemented in fiscal 2013 and
the likely positive outcome of the trade case filed against nine
nations that export OCTG products to the US. Moody's expects the
company's leverage ratio to decline to approximately 7.2x and its
interest coverage to increase to about 1.2x. However, JMC's credit
metrics will remain weak for its rating category.

The negative outlook reflects the recent weak operating results
and deteriorating credit metrics driven by losses at the company's
EnergeX division. The outlook could be stabilized to the extent
the company demonstrates that it can achieve improved operating
trends including a turnaround at EnergeX through cost cutting,
operational improvements, improved pricing and market penetration.

Given the increase in absolute debt levels since the acquisition
of Lakeside Steel and the need to turn around the performance of
EnergeX, upside rating movement in the short term is unlikely.
However, should JMC be able to achieve substantially improved
credit metrics including a leverage ratio below 5.0x, EBIT to
interest above 2.0x and free cash flow to debt (CFO-
dividends/debt) above 10% on a sustainable basis, then a change in
rating could be considered.

A downgrade could be considered if JMC is not be able to achieve
improved operating results including consistent profitability at
EnergeX, its credit metrics fail to improve or its liquidity
position deteriorates materially. Downside triggers would include
the leverage ratio remaining above 6.5x, interest coverage ratio
below 1.5x and free cash flow to debt below 10%.

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

Headquartered in Chicago, Illinois, JMC Steel Group, Inc.
manufactures steel pipe, hollow structural steel (HSS), electrical
conduit and tubular products at fifteen manufacturing facilities
in the U.S. and Canada. The company includes the operating
divisions of Atlas Tube, Wheatland Tube, Picoma and EnergeX tube
and has leading market positions in key product areas including
hollow structural steel, standard pipe, electrical conduit,
galvanized mechanical tube and fittings. Its products are sold
principally to steel service centers and plumbing and electrical
distributors. Revenues for the twelve months ended June 29, 2013
were approximately $2.2 billion.


JOHN D. OIL: Plan Contemplates Private Sale of Assets
-----------------------------------------------------
John D. Oil & Gas Company filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania a Second Amended Chapter 11
Plan of Reorganization dated Sept. 22, 2013 and an explanatory
disclosure statement.

Pursuant to the Plan terms, the assets of the estate will vest or
re-vest in the Debtor on the Effective Date.

The Debtors have negotiated a private sale of the certain assets
consisting principally of Debtors' mineral leases, wells,
pipelines and related (well operating) equipment for a price
sufficient to pay all of the Debtors' obligations under their
respective Plans.  An Asset Purchase Agreement covering the
Private Sale will be filed with a Supplement to the Disclosure
Statement at least 10 days in advance of the hearing on Approval
of the Disclosure Statement.

Until it has received final, internal approval for the
transaction, the buyer is unable to be disclosed in time to meet
the Court's September 23 deadline for the filing of this Plan.

The Private Sale is expected to close not later than Dec. 31,
2013, in order to permit timely remittance of the RBS Settlement
Payment.  The Plan assumes that RBS accepts the Plan.

According to papers filed with the Court, the Debtor will pay all
administrative claims, in full, on the Effective Date unless
otherwise agreed by claimant.

Priority Claims in Class 1 will receive payment in full upon the
latter of (a) the Effective Date and (b) five Business Days from
the date on which such claim is allowed.

Class 2 consists of the Secured Claims of RBS.  The RBS Settlement
Payment of $10.8 million will be paid to RBS on or before Dec. 31,
2013, in full and complete satisfaction of the Oz-GPE Obligation
and the John D. Obligation.  If the Private Sale does not close in
time to make payment timely of the RBS Settlement Payment by
Dec. 31, 2013, Debtor will pay the RBS Delayed Settlement Payment
amount by Jan. 15, 2014.  The RBS Delayed Settlement Payment
Amount is comprised of the RBS Settlement Payment amount of
$10.8 million plus $100,000, plus $5,000 for each day after
Dec. 31, 2013, until the RBS Delayed Settlement Payment is paid.

If neither the RBS Settlement Payment nor the RBS Delayed
Settlement Payment is timely paid, RBS will be entitled to payment
of its Allowed Claim on Jan. 16, 2014.

Holders of Class 3 Allowed Other Secured Claims which are secured
by Collateral included in the Private Sale will be paid an amount
agreed by the Creditor and the Debtor from the proceeds of the
Private Sale, for the Collateral sold, or the amount of their
claim will be escrowed pending determination by the Court.

Holders of Class 3 Allowed Other Secured Claims which are secured
by Collateral not included in the Private Sale will be granted
relief from the Automatic Stay effective 30 days after the private
sale, during which time such creditor may reach agreement on an
amount to be paid.

Unless the Debtor and the holder of any Class 4 Allowed General
Unsecured Claim agree to a different treatment, each holder of an
Allowed Class 4 Claim will receive 90% of the Allowed Amount, paid
within 30 days of the closing of the Private Sale.

Holders of Class 4 Claims against the Debtor that are insiders or
related entities will not receive any distribution on account of
their Allowed Claim until such time as other Class 4 creditors
have been paid pursuant to the terms of the plan.

Holders of Equity Interests in the Debtor in Class 5 will retain
their interests in the Debtor.

A copy of the Disclosure Statement is available at:

http://bankrupt.com/misc/johnd.oil.doc551.pdf

                    About John D. Oil & Gas Co.

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


KEYWELL LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Keywell L.L.C.
        11900 S. Cottage Grove Avenue
        Chicago, IL 60628

Bankruptcy Case No.: 13-37603

Chapter 11 Petition Date: September 24, 2013

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Howard L. Adelman, Esq.
                  Alexander F. Brougham, Esq.
                  ADELMAN & GETTLEMAN LTD.
                  53 W. Jackson Blvd., Suite 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050
                  Fax: (312) 435-1059
                  E-mail: hla@ag-ltd.com
                          abrougham@ag-ltd.com

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

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

The petition was signed by J. Mark Lozier, president and CEO.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
SA Recycling               Trade Debt             $1,321,827
12428 Center Ave.
Southgate, CA 90280

FPT Cleveland              Trade Debt             $1,226,552
8550 Aetna Rd.
Cleveland, OH 44105

OmniSource Corp.           Trade Debt             $772,739
Stainless Steel and
Alloy Div.
7575 W. Jefferson Blvd.
Fort Wayne, IN 46804

Caledonian Alloys          Trade Debt             $761,964
Greenville
99 Crestview Dr.
Extension
Transfer, PA 16154

Joseph Freedman Co.        Trade Debt             $706,811
115 Stevens St.
Springfield, MA 11040

Schupan & Sons             Trade Debt             $599,363
2619 Miller Rd
Kalamazoo, MI 49001

Scnitzer Steel             Trade Debt             $528,746
906 Adamson St.
Atlanta, GA 30315

Franklin Iron & Metal      Trade Debt             $416,568
Corp.
1939 E. First Street
Dayton, OH 45403

AIM Ontario                Trade Debt             $411,659
75 Windermere Rd.
Hamilton, Ontario
L8H3Y2 Canada

CMC Recycling              Trade Debt             $385,713
6565 N. MacArthur Blvd.
#800
Irving, TX 75039

Terrapin Metals            Trade Debt             $352,096
Recycling LLC
7600 Rolling Mill Rd
Baltimore, MD 21224

Mervis Industries,         Trade Debt             $324,545
Sol Tick & Company
1180 N. 22nd St.
Decatur, IL 62521

Loeb Metal Recycling Co.   Trade Debt             $318,385
Div Loeb Ind, Inc.
111 S Tenth St.,
PO Box 229
Watertown, WI 53094

Newell Recycling of        Trade Debt             $310,069
Atlanta Inc.
1359 Central Ave.
East Point, GA 30344

DH Griffin Wrecking Co.    Trade Debt             $268,874
Inc.
4716 Hilltop Rd.
P.O. Box 7657
Greenboro, NC 27407

Columbus Metal             Trade Debt             $266,130
Industries
3440 15th St. East
Columbus, NE 68601

SOS Metals Inc.            Trade Debt             $264,915
201 E. Gardena Blvd.
Gadena, CA 90248

Cinelli I & M Co           Trade Debt             $257,936
290 Secaucus Rd.
Secaucus, NJ 70940


A&L Iron and Metal Inc.    Trade Debt             $254,228
2000 Milbocker Road
Gaylord, MI 49735

John Zubick Limited        Trade Debt             $245,072
105 Clark Side Rd
London ON N5W 5C9
Canada


LAFAYETTE YARD: Files Chapter 11 to Sell New Jersey Hotel
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Lafayette Yard Hotel & Conference Center in
Trenton, New Jersey, filed a Chapter 11 petition to organize a
sale of the property because the city and state declined to
continue subsidizing losses.

According to the report, the 197-room hotel opened in 2002.  Until
the franchise agreement with Marriott International Inc. expired
this year, it operated as the Trenton Marriott Downtown.  The
hotel currently is operated by Marshall Hotels & Resorts Inc.  The
hotel, situated on 3.7 acres, is owned by Lafayette Yard Community
Development Corp., the nonprofit entity that filed bankruptcy.
The project is encumbered with $29.9 million in long-term debt,
including $14.4 million on tax-exempt bonds.  Wyndham Worldwide
Corp. was willing to take over management, though not without $2.5
million in capital improvements.

The report notes that the owner said it's "universally agreed"
the hotel needs fixing up.  The bankruptcy will be financed with a
$2 million, 7 percent loan from Racebrook Capital Advisors LLC.  A
dozen "interested parties have recently expressed an interest in
buying the hotel," according to a court filing.

The case is In re Lafayette Yard Community Development Corp.,
13-30752, U.S. Bankruptcy Court, District of New Jersey (Trenton).


LAFAYETTE YARD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lafayette Yard Community Development Corporation
        1 West Lafayette Street
        Trenton, NJ 08625

Bankruptcy Case No.: 13-30752

Chapter 11 Petition Date: September 23, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Gregory G. Johnson, Esq.
                  WONG FLEMING, ATTORNEYS AT LAW
                  821 Alexander Road, Suite 15
                  P.O. Box 3663
                  Princeton, NJ 08543
                  Tel: (609) 951-9520
                  Fax: (609) 951-0270
                  E-mail: gjohnson@wongfleming.com

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

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

The petition was signed by Joyce Kersey, chairperson.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Trenton Parking Auth.              --                   $7,396,259
16 Hanover Street
Trenton, NJ 08608-1308

Wells Fargo Bank, N.A.             Debtors Assets       $4,425,000
123 S. Broad Street, Suite 1500
Philadelphia, PA 19109

NJ Economic Authority              --                   $2,789,722
36 West State Street
Trenton, NJ 08625

Capital City Redevelopment Aut     --                     $697,436
135 W. Hanover Street, 2nd Floor
Trenton, NJ 08625

Veolia Energy Trenton, LP          --                     $151,574

Trenton Parking Auth.              --                      $79,269

Hudson Energy Services             --                      $67,851

Acquest Realty Advisors, Inc.      --                      $41,000

NJ Economic Dev. Auhtority         --                      $39,054

Marshall Hotels & Resorts, Inc.    --                      $34,501

Micros Systems, Inc.               --                      $26,668

Micro Systems, Inc.                --                      $26,458

PSE&G                              --                      $21,143

City Beef Company, Inc.            --                      $19,237

TravelClick                        --                      $16,535

Trenton Water Works                --                      $13,741

Vantage Point Solutions Group      --                      $11,936

East Coast Laundry                 --                       $9,122

Olympic Laundry                    --                       $8,662

Marwel & Associates, Ltd.          --                       $8,428


LEARFIELD COMMUNICATIONS: S&P Assigns 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Plano, Texas-based
Learfield Communications Holdings Inc., which manages the
multimedia rights of universities with popular sports programs, a
'B' corporate credit rating.  The rating outlook is stable.

At the same time, S&P assigned Learfield's proposed $245 million
first-lien credit agreement (consisting of a $30 million revolver
due 2018 and a $215 million term loan due 2020) S&P's 'B+' issue-
level rating, with a recovery rating of '2', indicating its
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.

In addition, S&P assigned Learfield's proposed $85 million second-
lien term loan due 2021 its 'CCC+' issue-level rating, with a
recovery rating of '6', indicating its expectation for negligible
(0-10%) recovery for lenders in the event of a payment default.

Learfield plans to use proceeds from the new term loans to finance
the purchase of the company by Providence Equity Partners.  The
company will also use proceeds to retire a small amount of
existing notes and for fees and expenses.

The 'B' corporate credit rating on Learfield reflects S&P's
assessment of the company's business risk profile as "weak," and
S&P's assessment of the company's financial risk profile as
"highly leveraged," per its criteria.

"Our assessment of Learfield's business risk profile as weak
reflects the company's limited revenue diversification, limited
potential for additional contract growth as Learfield and its
competitors already have agreements with the majority of
university sports programs that are sizable enough for such
licensing agreements, and our forecast for limited future
profitability growth.  Future profitability will likely be driven
by increasing sponsorship revenue at the universities Learfield is
already contracted with.  We believe these risks are only somewhat
tempered by a modest amount of revenue stability from sponsorship
agreements at college sports arenas, as well as long-term
agreements with universities that provide expense visibility.
Other positive factors that temper the risks to Learfield's
business profile are its high market share within the industry and
high barriers to entry, given the majority of eligible
universities are currently contracted by Learfield and its primary
competitor.  Learfield's strong relationships with universities
and their past success in attracting sponsors also mitigate the
above risks," S&P noted.

S&P's assessment of Learfield's financial risk profile as highly
leveraged reflects its expectation for adjusted leverage (adjusted
for the present value of future minimum payments under non-
cancelable event agreements and operating leases) to remain above
6x and for adjusted interest coverage to remain in the low-2x
area, through 2015.  Further, S&P's assessment incorporates its
understanding that Learfield has already contracted out the
majority of advertising rights to sponsors for fiscal 2014
(Learfield's fiscal year ends June 30) and is currently beginning
to sell advertising space for the 2015 season, which provides
strong visibility into revenue and performance for fiscal 2014.


LILY GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lily Group, Inc.
        103 North Court Street
        Sullivan, IN 47882

Bankruptcy Case No.: 13-81073

Chapter 11 Petition Date: September 23, 2013

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtor's Counsel: Courtney Elaine Chilcote, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  E-mail: cchilcote@thbklaw.com

                         - and -

                  David R. Krebs, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: dkrebs@thbklaw.com

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

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

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

The petition was signed by P. Rick Risinger, CEO.


LIGHTSQUARED INC: Seeks Approval to Pay Special Committee Members
-----------------------------------------------------------------
LightSquared Inc. asked U.S. Bankruptcy Judge Shelley Chapman to
approve the compensation of members of the special committee that
was formed to oversee the sale of its assets.

The company proposed to pay the special committee $35,000 per
month for the period Sept. 1 to Dec. 31, 2013, and $25,000 per
month thereafter.

Any amount payable to a director for serving as member of the
special committee will be prorated based on the actual number of
days in each month for which such director served on the
committee, LightSquared said.

The company also seeks a court ruling authorizing administrative
expense priority for indemnification claims stemming from the
services provided by the special committee after the company's
bankruptcy filing.

Last week, the company's board of directors elected Donna
Alderman, Alan Carr and Neal Goldman to serve as directors on the
special committee formed to oversee the sale of its assets at an
auction pursuant to its Chapter 11 plan.

Ms. Alderman was the former president of ICO Global
Communications/DBSD North America, and is currently a founding
partner in The Agro Group LLC, a $1 billion diversified financial
services organization.

Mr. Carr was a managing director at Strategic Value Partners LLC,
and was a corporate restructuring attorney at Skadden Arps Slate
Meagher & Flom LLP.

Meanwhile, Mr. Goldman was a managing director at Mackay Shields
LLC and a principal at Banc of America Securities LLC.  He
currently is on the boards of the Pimco Income Strategy Funds I
and II.

                      Lenders Group Objects

A group of lenders said the bankruptcy court should not grant
final approval of LightSquared's request, saying the company did
not give them opportunity to respond to the proposed compensation.
"The motion seeks emergency relief on less than one day's notice,
notwithstanding that the special committee has been a focal point
of the parties' bid procedures pleadings over the past several
weeks," the lenders group said.

The lenders group is represented by:

     Glenn M. Kurtz, Esq.
     Andrew C. Ambruoso, Esq.
     White & Case LLP
     1155 Avenue of the Americas
     New York, NY 10036
     Tel: (212) 819-8200
     Fax: (212) 354-8113
     E-mail: gkurtz@whitecase.com
             aambruouso@whitecase.com

          -- and --

     Thomas E Lauria, Esq.
     Matthew C. Brown, Esq.
     Southeast Financial Center, Suite 4900
     200 South Biscayne Blvd.
     Miami, FL 33131
     Tel: (305) 371-2700
     Fax: (305) 358-5744
     E-mail: tlauria@whitecase.com
             mbrown@whitecase.com

                      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.


MANN'S PAINT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mann's Paint & Body Shop North, Inc.
        211 Baxtertown Road
        Fishkill, NY 12524

Bankruptcy Case No.: 13-37099

Chapter 11 Petition Date: September 20, 2013

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $36,000

Scheduled Liabilities: $682,428

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-37099.pdf

The petition was signed by Frank B. Mann, president.


MCDONALD BROTHERS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: McDonald Brothers, Inc.
        6500 NE Trout Creek Rd
        Ashwood, OR 97711

Case No.: 13-36059

Chapter 11 Petition Date: September 25, 2013

Court: U.S. Bankruptcy Court District of Oregon

Judge: Trish M Brown

Debtor's Counsel: Joseph A. Field OSB 94071
                  Field Jerger LLP
                  621 SW Morrison, Suite 1225
                  Portland, OR 97205
                  Tel: 503 228-9115
                  Fax: 503 225-0276
                  Email: joe@fieldjerger.com

Scheduled Assets: $12,758,644
Scheduled Liabilities: $4,169,129

The petition was signed by Alexander E. McDonald, authorized
individual.

Debtor's List of 3 Largest Unsecured Creditors:

     Entity            Nature of Claim       Claim Amount
     ------            ---------------       ------------
Dennis Barnett          Personal Loan          $250,000
495 E Main St
Hermiston, OR 97838

Michael J. McNamee      Future income from       $5,000
81677 SE 15th           lease
Irrigon, OR 97844

Rose Law Firm           Legal Fees               $77,394
5885 Meadow Rd
Ste 255
Lake Oswego, OR 97035


MDU COMMUNICATIONS: Maturity of $30MM Loan Extended to Dec. 31
--------------------------------------------------------------
MDU Communications International, Inc.'s wholly-owned subsidiary,
MDU Communications (USA) Inc., entered into an Amendment to the
Amended Loan and Security Agreement with FCC, LLC, d/b/a First
Capital, and Full Circle Capital Corporation for an extension of
maturity to the senior secured $30 million revolving credit
facility to Dec. 31, 2013, as well as for the waiver of certain
defaults.

On Sept. 20, 2013, the Lenders provided the Company with a notice
of default under the Credit Facility because a reduction in the
borrowing base certificate between August 2013 and September 2013
put the Company "over formula" in the amount of $408,254.  As of
Sept. 20, 2013, the borrowing base was $27,277,321, while the
outstanding obligation under the Credit Facility was $27,685,576,
which is considered a default under Section 2(f) of the loan
agreement underlying the Credit Facility.

Additionally, the Lenders claim that the recent resignation of
Sheldon Nelson and the inability of the Company to obtain certain
prior stockholder approval for the publicly announced transaction
with Access Media 3, Inc., was reasonably expected to have a
material adverse effect on the Company, which is considered a
default under Section 9(b) of the loan agreement underlying the
Credit Facility.

Finally, the borrowing base certificate itself, which was due
Sept. 5, 2013, was not delivered to the Lenders until Sept. 18,
2013, which is considered a default under Section 13(a)(xv) of the
loan agreement underlying the Credit Facility.

The Company does not agree with the position of the Lenders as to
many of the defaults and is responding accordingly.

As a result of the existing defaults, the Lenders have notified
the Company that they are legally entitled to (i) declare all of
the obligations under the Credit Facility to be immediately due,
payable and performable and to enforce collection of the
obligations by repossessing and disposing of any interest in the
collateral and proceed against the Company and any guarantor, and
(ii) pursue and enforce any and all remedies against the Company
or any guarantor or any collateral pledged by the guarantor, as
specifically set forth in the loan documents underlying the Credit
Facility.

The Lenders have reserved their rights to exercise any and all
remedies without further notice to the Company or any guarantor,
and has advised that their honoring of any future funding of the
Company under the Credit Facility will not operate as a waiver of
the above-mentioned defaults or establish a course of dealing or
conduct.

                      About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.

The Company's balance sheet at March 31, 2013, showed $18.04
million in total assets, $32.14 million in total liabilities and a
$14.09 million total stockholders' deficiency.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MERIDIAN REAL ESTATE: Case Summary & 4 Unsecured Creditors
----------------------------------------------------------
Debtor: Meridian Real Estate Developers, Inc.
        64-55 74th Avenue
        Glendale, NY 11385

Bankruptcy Case No.: 13-45704

Chapter 11 Petition Date: September 20, 2013

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

Judge: Carla E. Craig

Debtor's Counsel: Daniel M. O'Hara, Esq.
                  THE LAW FIRM OF DANIEL M. O'HARA
                  250 Park Avenue, 7th Floor
                  New York, NY 10177
                  Tel: (212) 867-8285

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

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

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-45704.pdf

The petition was signed by Arthur J. Spanarkel, chief executive
officer.


MERCANTILE BANCORP: Agrees with Investors Agree on $23MM Sale
-------------------------------------------------------------
Law360 reported that parties in the Mercantile Bancorp Inc.
bankruptcy case said on Sept. 24 that they'd come to an agreement
over the bank holding company's contested $23 million asset sale
to United Community Bancorp Inc., but that was news to the buyer,
which wanted to review it before the court takes action.

According to the report, during a telephone hearing in Delaware
bankruptcy court, UCB attorney Russell C. Silberglied of Richards
Layton & Finger PA said he was "surprised" to hear that MBI and
the official committee of trust-preferred securities holders had
resolved their differences.

                      About Mercantile Bancorp

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

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

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

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

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

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.


MFM DELAWARE: Wins More Plan Exclusivity to Complete Sale Process
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
MFM Delaware Inc., et al.'s exclusive periods to file a Chapter 11
Plan until Jan. 23, 2014, and solicit acceptances for that Plan
until March 24, 2014.

As reported in the Troubled Company Reporter on Sept. 2, 2013,
absent the extensionm the Debtors' exclusivity periods would
expire Sept. 25, and Nov. 24, respectively.

The Debtors explained that they needed additional time to
negotiate and prepare a plan and disclosure statement with
adequate information.  The Debtors are conducting a process for
the sale of substantially all of their assets.  Although the
Debtors have made substantial progress, the sale process is not
yet complete.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq., at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MFM DELAWARE: Has Until Dec. 24 to Decide on Unexpired Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Dec. 24, 2013, MFM Delaware Inc., et al.'s time to assume or
reject unexpired lease of non-residential real property.

As reported in the Troubled Company Reporter on Sept. 2, 2013, as
of the Petition Date, MFM Industries was a lessee party to two
unexpired leases of nonresidential real property: (1) a lease of
office space with Paddock Park Office Investors, LLC; and (2) a
land lease and mineral mining agreement with Palmer Resources,
LLC.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MICHAELS STORES: Stockholders Elect New Director
------------------------------------------------
The stockholders of Michaels Stores, Inc., elected John J. Mahoney
to the Board of Directors of the Company to fill a vacancy on the
Board.  Mr. Mahoney will serve on the Board's Audit Committee.
Mr. Mahoney will receive the following compensation in connection
with his service on the Board:

   * annual retainer of $50,000 for service as a Board member;

   * annual retainer of $10,000 for service as an Audit Committee
     member;

   * an additional $1,500 for in person attendance, or $750 for
     telephonic attendance, for any Company Board or Committee
     meetings in excess of ten aggregate meetings in a fiscal
     year; and

   * a restricted stock grant to be valued at $100,000 on the date
     of grant, to be fully vested on the one year anniversary of
     the date of grant, for shares of the Company's indirect
     parent, The Michaels Companies, Inc.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company also reported net income of $79 million on $2.80
billion of net sales for the nine months ended Oct. 29, 2011,
compared with net income of $0 on $2.70 billion of net sales for
the nine months ended Oct. 30, 2010.

As of Aug. 3, 2013, Michaels Stores had $1.62 billion in total
assets, $3.83 billion in total liabilities and a $2.21 billion
total stockholders' deficit.

                           *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MIDTOWN SCOUTS: Court Consolidates Proceedings on Richey Claim
--------------------------------------------------------------
At the behest of Midtown Scouts Square Property LP, the U.S.
Bankruptcy Court for the Southern District of Texas consolidated
the motion to estimate the claim of Richey Family Limited
Partnership, Todd Richey and L.E. Richey, and the objection to
Richey's Proof of Claim No. 7.

The Debtors explained that the motion to estimate and objection to
claim involve the same parties.  The issues in the motion to
estimate and objection to claim are identical and arise out of the
same set of facts and circumstances.  The Debtors and the Richey
parties have already conducted substantial discovery in relating
to the motion to estimate.  Accordingly, the consolidation will
eliminate the duplication of efforts and multiple hearings
relating to the same set of factual allegations.

                   About Midtown Scouts Square

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

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


MODERN PRECAST: One-Member Liquidating Trust Committee Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a stipulation between VCW Enterprises, Inc., formerly
known as Modern Precast Concrete, Inc., and the Official Committee
of Unsecured Creditors modifying the confirmed Plan to permit the
formation of a Liquidating Trust Committee of at least one
creditor of the Debtor.

The stipulation also provides that the terms of the First Amended
Plan of Liquidation, other than as modified, will remain in full
force and effect and will not otherwise be deemed modified.

The Debtors related that the confirmed First Amended Plan of
Liquidation has not yet been substantially consummated.  The Plan
provides for the appointment of a Liquidating Trust Committee.
The Creditors Committee has solicited creditors willing to serve
on the Liquidating Trust Committee, but has been unable to obtain
sufficient interest from the Debtor's creditors to form a three-
member committee.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, subject to certain adjustments.  The Debtor changed its
name to VCW Enterprises, Inc., doing business as M&W Precast,
following the sale.

VCW Enterprises, Inc., doing business as M&W Precast, formerly
known as Modern Precast Concrete, Inc., on May 30, 2013, won
confirmation of its First Amended Plan of Liquidation that
provides for (i) the disposition of the Debtor's remaining assets;
(ii) the establishment of the Liquidating Trust; and (iii) a
mechanism to distribute the proceeds to the holders of Allowed
Claims.  The Plan also provides for payment in full of all Allowed
Administrative Claims.


MONTANA MIDWEST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Montana Midwest, Inc.
        429 Kansas City Street, Suite 5
        Rapid City, SD 57701
        Pennington, SD

Case No.: 13-50270

Chapter 11 Petition Date: Sept. 25, 2013

Court: U.S. Bankruptcy Court District of South Dakota (Western
       (Rapid City))

Judge: Judge Charles L. Nail, Jr.

Debtor's Counsel: Stan H. Anker
                  Anker Law Group, P.C.
                  1301 West Omaha Street, Suite 207
                  Rapid City, SD 57701
                  Tel: 605-718-7050
                  Fax: 605-718-0700
                  Email: sanker@rushmore.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


MONTICELLO COMPANIES: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------------
Debtor: The Monticello Companies, Inc.
        580 Ellis Road South, Suite 118
        Jacksonville, FL 32254

Bankruptcy Case No.: 13-05737

Chapter 11 Petition Date: September 23, 2013

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

Judge: Jerry A. Funk

Debtor's Counsel: Eric N. McKay, Esq.
                  THE LAW OFFICES OF ERIC N. MCKAY
                  3948 3rd Street South #297
                  Jacksonville Beach, FL 32250-5847
                  Tel: (907) 273-2661
                  E-mail: eric@ericmckaylaw.com

Estimated Assets: $100,001 to $500,000

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

A copy of the list of 12 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-5737.pdf

The petition was signed by Henry E. Dean, III, president.


MONTREAL MAINE: Railroad Has Several Buyers Lining Up
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Montreal Maine & Atlantic Railway Ltd., the bankrupt
railroad whose runaway train killed 47 after derailing and burning
in Lac-Megantic, Quebec, has several potential purchasers, the
Chapter 11 trustee said in a court filing.

The report notes the sale process has begun informally, according
to the trustee, who's appointed automatically in a railroad
reorganization in the U.S.  Robert J. Keach, the trustee, said he
will sell the operation in cooperation with the parallel
bankruptcy in Canada.  Mr. Keach said in his court filing that the
sale may occur either through reorganization plans in both
countries or through asset sales in advance of plans.  The trustee
said "a Chapter 11 plan can be formulated and filed in a
reasonable time."

The report notes that to continue in bankruptcy, MM&A needs
additional financing, Mr. Keach said.  There are talks "with a
number of finance sources."  Motions to appoint a committee to
represent accident victims have been rescheduled to begin Oct. 1.

                       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.


MORGAN INDUSTRIES: Oct. 28 Hearing on Case Conversion or Dismissal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey directed
all parties-in-interest in the Chapter 11 case of Morgan
Industries Corporation to show cause at a hearing on Oct. 28,
2013, at 11 a.m., why the case must not be dismissed or converted
to Chapter 7 of the Bankruptcy Code.

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D.N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.

The Debtors have filed a plan of liquidation with the Official
Committee of Unsecured Creditors as co-proponent.  The Plan is a
liquidating plan and does not contemplate the continuation of the
Debtors' businesses.  The Debtors have substantially completed
liquidating most, if not all, of their operating assets.


MSD PERFORMANCE: Minority Lenders Seek Bona-Fide Reorganization
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MSD Performance Inc., a designer and producer of
ignition systems and data acquisition devices for race cars, is
caught in crossfire between Z Capital Partners LLC and holders of
a minority of the senior secured debt who disagree about the
strategy for the Chapter 11 bankruptcy.

According to the report, MSD, based in El Paso, Texas, arrived in
bankruptcy court on Sept. 6 and quickly scheduled an Oct. 1
hearing for approval of auction and sale procedures.  According to
a minority of the lenders, Lake Forest, Illinois-based Z Capital
purchased 59 percent of the senior debt and is "using its
leverage" to "force an expedited sale for a quick investment
return."

The report notes that holders of the remaining 41 percent in
senior debt explained in a Sept. 23 court filing how they are
prepared to propose a genuine reorganization plan worth $78
million for the lenders.  They declined to disclose details of the
proposal.  The minority lenders include funds affiliated with
Madison Capital Partners and Golub Capital Partners LLC.  The
minority lenders contend that a sale strategy won't work because
Z Capital by itself doesn't control enough of the debt for
consenting to the sale.  They point to provisions in the loan
agreement where holders of 75 percent of the debt must give
consent for a bankruptcy sale.

The report relates that the minority lenders say MSD is
"operationally profitable."  They noted the company itself admits
the sale may be followed by conversion to Chapter 7.  The minority
lenders filed papers asking the bankruptcy court to hold a hearing
on Oct. 1 and authorize them to file a reorganization plan.  They
contend MSD has no need for exclusive plan-filing rights because
the company has forsaken a bona-fide reorganization strategy.

The report notes that if the bankruptcy judge dismisses the
minority's pleas and goes ahead with an auction, the company wants
bids by Nov. 18 in advance of an auction on Nov. 21.  No buyer is
yet under contract.  Before bankruptcy, there were talks about a
sale to Z Capital, according to a court filing.  MSD could only
say a sale "may" pay secured debt in full and "may be followed" by
a conversion of the Chapter 11 case to Chapter 7 where a trustee
would complete the liquidation.

                       About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case NO. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.


NET TALK.COM: Chief Financial Officer Bill Rodriguez Retires
------------------------------------------------------------
Guillermo (Bill) Rodriguez, chief financial officer and director
of Nettalk.com, Inc., elected to retire.  Mr. Rodriguez has agreed
to devote necessary time to ensure a seamless transition.  Mr.
Rodriguez's resignation did not arise from a disagreement with the
Company on any matter relating to the operations, policies or
practices of the Company.

Effective Sept. 23, 2013, Michael C. Humphreys, CPA, was appointed
as the controller and interim chief financial officer of Net
Talk.com, Inc., replacing Mr. Rodriguez.  Mr. Humphreys brings
with him more than 20 years' experience gained in the
construction, development and real estate industries.  He is
responsible for the Company's financial reporting to the
Securities and Exchange Commission, as well as the Company's
accounting and finance functions.  Mr. Humphreys is a certified
public accountant and earned his Bachelor's and Master's Degrees
in Accounting at Florida International University in Miami,
Florida.  Mr. Humphreys also earned a Bachelor's Degree in
Economics from York University, Toronto Canada.  Prior to joining
the Company, Mr. Humphreys was self-employed as a consultant to a
large publicly traded real estate company from January 2012 to
September 2013.  Prior to that, Mr. Humphreys held various
auditing, accounting and finance roles with Avatar Properties Inc.
where he worked from March 1987 to December 2011.  He is
experienced in Securities and Exchange Commission reporting,
accounting, effective internal control systems, and acquisitions.

                         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.


NET TALK.COM: Vicis Capital Held 74.4% Equity Stake at June 6
-------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Vicis Capital, LLC, disclosed that as of
June 6, 2013, it beneficially owned 116,859,612 shares of common
stock of Net Talk.Com, Inc., representing 74.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/skBtho

                         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.


NNN CYPRESSWOOD: Plan Disclosure Statement Fails to Past Muster
---------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois -- according to NNN Cypresswood
Drive 25 LLC's case docket -- denied approval of the Disclosure
Statement explaining the Plan of Reorganization.

As reported in the Troubled Company Reporter on March 28, 2013,
the Plan provides for the "roll-up" of the tenant-in-common
interests of 33 single purpose limited liability companies,
including the Debtor, in improved real property located in
Houston, Texas, into membership interests in a single limited
liability company.

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

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

Under the Plan, administrative expense claims will be paid in
full.  General unsecured claims of $8,306 will be paid 50% within
six months of the plan effective date and the other 50% within 12
months of the Effective Date.

The secured claim of WBCMT 2007-C33, LLC, will be paid through
monthly payments of interest and principal amortized over 10 years
and beginning on the 10th day of the month after the Effective
Date.  All payments will be made by the 10th business day of that
month.  Monthly payments will be in the amount of $43,575.  WBCMT
will retain its existing lien against the Debtor's four-story
office building and an adjacent one-story building zoned for
restaurant use.  The claim will balloon and be fully due and
payable 120 months from the Effective Date.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago,
represent the Debtor as counsel.  Mubeen M. Aliniazee and
Highpoint Management Solutions, LLC, serve as the Debtor's
financial consultant.

No trustee, examiner, or statutory creditors' committee has been
appointed in this chapter 11 case.


ONEWEST BANK: Rights Transfer No Impact on Moody's Ratings
----------------------------------------------------------
Moody's Investors Service stated that the transfer of servicing
from OneWest Bank, F.S.B of approximately 6,858 loans from two
RMBS transactions to Green Tree Servicing LLC will not, in and of
itself and at this time, result in a reduction or withdrawal of
the current ratings on the securities issued by these
transactions.

Ambac Assurance Corporation requested that Moody's provide its
opinion on whether the ratings on the securities issued by the
affected transaction would be downgraded or withdrawn as a result
of the transaction having its loan servicing transferred to Green
Tree from OneWest by way of the mortgage servicing right sale.
After the MSR sale, Green Tree will service and own the servicing
rights to the loans. The transfer of these loans is scheduled for
October 1, 2013.

Moody's view on the servicing transfer is based primarily on its
opinion that: i) Green Tree's servicing strategy will not
negatively impact the performance of the loans in the affected
transaction; and ii) Green Tree is adequately prepared to handle
the transfer and continued servicing of the loans in the affected
transaction. Green Tree is assessed SQ2 as a primary servicer of
Second Liens. OneWest is assessed SQ3- as a special servicer of
residential mortgage loans.

Moody's view is based primarily on its opinion that the ratings of
each of the securities in the transaction will not have material
negative implication following changes in servicing strategy that
occur after transfer of servicing rights.

Moody's opinion addresses only the current impact on Moody's
ratings, and it does not express an opinion as to whether the
transfer of servicing rights has or could have any other effects
that investors may or may not view positively.

The determination was made without regard to any applicable
Certificate Insurance Policy, with respect to the Insured
Certificates.

The methodology used in assessing the credit impact of the
servicing transfer was "US RMBS Surveillance Methodology"
published in June 2013. Other methodology includes "Moody's
Methodology For Assessing RMBS Servicer Quality (SQ)" published in
January 2013.

Affected Transactions:

IndyMac Home Equity Loan Trust 2004-2

Issuer: IndyMac Home Equity Loan Trust 2004-2

Expected Losses (as a % of Original Balance): 33%

Notes, Confirmed at Ca (sf); previously on Apr 16, 2010 Downgraded
to Ca (sf) and Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

IndyMac Residential Asset-Backed Trust, Series 2004-LH1

Expected Losses (as a % of Original Balance): 33%

Cl. A, Downgraded to Ca (sf); previously on Mar 18, 2010 Caa1 (sf)
Placed Under Review for Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Cl. B-1, Downgraded to C (sf); previously on Mar 18, 2010 Caa3
(sf) Placed Under Review for Possible Downgrade

Cl. B-2, Downgraded to C (sf); previously on Mar 18, 2010 Ca (sf)
Placed Under Review for Possible Downgrade


ORANGE REGIONAL: Moody's Affirms Ba1 Ratings on Long-Term Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term bond
rating assigned to Orange Regional Medical Center's $252.1 million
of outstanding Series 2008 bonds issued by the Dormitory Authority
of the State of New York. The rating outlook is stable.

Ratings Rationale:

The affirmation of the Ba1 rating reflects ORMC's improved cash
flow generation in FY 2012, conservative capital structure with
all fixed rate debt and liquid investment portfolio, and low
capital needs given its newly opened facility. These positive
factors are offset by ORMC's highly leveraged balance sheet
position, material variability in volume trends over the past
several years, thin liquidity balances, and lack of a permanent
Chief Financial Officer. The stable rating outlook reflects
Moody's belief that ORMC will maintain or improve upon current
operating performance by achieving operating efficiencies with a
recent cost-reduction implementation, while also growing liquidity
and improving leverage measures.

Strengths

- ORMC's operating cash flow margin showed significant
   improvement in FY 2012, with a 9.5% margin, compared to a 6.8%
   margin in FY 2011. However, the hospital's operating margin
   declined to -3.0% in FY 2012 from -0.2% in FY 2011 with the
   recognition of higher interest and depreciation expense
   associated with the replacement hospital that opened in August
   2011. Management implemented mid-year cost reduction
   strategies, including a reduction in force that should result
   in annual savings of $10-12 million.

- ORMC has a conservative capital structure with all fixed rate
   debt and no interest rate derivatives. The hospital also has
   an investment allocation that consists entirely of cash and
   fixed income securities, all of which are highly liquid.

- The organization has limited capital needs over the next few
   years, and no additional new debt plans, according to
   management. ORMC opened a replacement hospital in 2011, and
   has a low (favorable) average age of plant of 2.6 years.

- Demographics of the service area are reasonably sound,
   including some population growth, regional development, and
   high income levels and low unemployment relative to the
   State's averages.

Challenges

- ORMC remains highly leveraged, as indicated by 12.2 times
   debt-to-cash flow, 1.9 times maximum annual debt service
   (MADS) coverage, 74% debt-to-operating revenues, and a low 28%
   cash-to-debt in FY 2012. However, Moody's notes that most
   leverage ratios have improved since FY 2008 when the Series
   2008 bonds were issued.

- ORMC's operating cash flow margin through six months of FY
   2013 showed weakening over the prior year, largely due to
   Medicare rate cuts as part of federal sequestration (Medicare
   accounts for approximately 47% of ORMC's gross revenues) and
   inpatient volume declines.

- The hospital has significant variability in volume trends,
   with inpatient admissions declining by 6.9% in FY 2012, and
   showing flatness with a -0.6% decline through six months of FY
   2013. The organization has seen growth in outpatient visits,
   which helps to offset some of the lost inpatient revenue.

- Liquidity is light at just 79 days cash on hand, and 28% cash-
   to-debt at fiscal year-end (FYE) 2012, and cash balances
   declined further as of June 30, 2013. ORMC's cash is held in
   very conservative investments, primarily cash and fixed
   income, and the entire portfolio can be liquidated in one
   month or less.

- The organization is currently searching for a permanent Chief
   Financial Officer (CFO). An interim CFO joined ORMC in May
   2013, and is expected to be replaced by the permanent CFO by
   late November or early December 2013.

Outlook

The stable rating outlook reflects Moody's belief that ORMC will
maintain or improve upon current operating performance by
achieving efficiencies due to operating inpatient services on one
campus, while also growing liquidity and improving debt measures.

What Could Make The Rating Go Up

A rating upgrade would be contingent upon material improvement in
liquidity balances and deleveraging of the balance sheet,
sustained operating improvement, and reduced variability of
patient volumes.

What Could Make The Rating Go Down

A rating downgrade could occur if the organization experiences
further declines in liquidity, an increase in debt or
deterioration in debt coverage measures, or a material downturn in
operating performance.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


OSAGE ENVIRONMENTAL: Drilling Waste Hauler Files in Corpus Christi
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Osage Environmental Inc., a waste hauler for the oil
and natural-gas drilling industry, filed a petition for Chapter 11
protection (Bankr. S.D. Tex. Case No. 13-20452) on Sept. 19 in
Corpus Christi, Texas, blaming its bankruptcy on reduced revenue
resulting from competition, especially in the Eagle Ford Shale.

According to the report, Osage, based in Orange Grove, Texas,
operates in South Texas, according to the company website.  The
company intends to continue business in bankruptcy using a variant
of accounts receivable factoring provided by Catalyst Finance LP.
Assets are worth $3.7 million and liabilities total $10.3 million,
according to a court filing.


OVERSEAS SHIPHOLDING: Projections Depress Stock and Bond Prices
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. publicly disclosed
the company's financial projections going out to 2018, causing
sharp declines in both the stock and bonds of the bankrupt ocean
carrier.

According to the report, OSG laid out in a regulatory filing
management's projections for six years to "more rapidly be able to
coalesce constituents around a viable" Chapter 11 reorganization
plan.  OSG is among the world's largest publicly owned
transporters of crude oil and petroleum products.  It filed for
bankruptcy reorganization in November 2012 with the largest fleet
of Jones Act tankers, the only vessels permitted to operate
between U.S. ports.

The report notes that the projections show pretax vessel cash flow
for the U.S. fleet declining from $119.3 million in 2013 through
2018.  In the international fleet, pretax vessel cash flow is
projected to rise from $24.9 million this year to $185.1 million
in 2018.

According to the report, the effect on the stock and bonds was
dramatic.  The shares lost 32 percent of their value Sept. 23,
closing at $2.25 in over-the-counter trading.  OSG's $300 million
in 8.125 percent senior unsecured notes due 2018 last traded Sept.
23 for 88 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The day before the announcement, the last trade was at 94 cents.
The notes brought as little as 18.75 cents on the day of
bankruptcy.

The stock and bonds ran up during bankruptcy on the market's
perception of the value of the U.S. fleet.  The company had
suggested it might spin off the Jones Act vessels into a separate
company in connection with the reorganization.  Secured lenders
had been objecting to an expansion of OSG's exclusive right to
propose a reorganization plan.

The report relates that the lenders withdrew their objection
coinciding with public disclosure of the projections.  The new
plan-filing deadline will be Nov. 30.  Trading at $1.13 on the day
of bankruptcy, OSG's stock fell to about 60 cents, before
beginning to rise in March, reaching a post-bankruptcy peak of
$4.73 on July 19.

                    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 to the Committee.


OVERSEAS SHIPHOLDING: Exclusive Periods Extension Approved
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Overseas Shipholding Group's motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including November 30, 2013 and
January 31, 2014, respectively.

As previously reported, "By working constructively with all
constituents, the Debtors have made tremendous progress since the
Petition Date...to stabilize and rationalize the Debtors'
operations and put the Debtors on a path towards a successful
reorganization. In particular, the Debtors have analyzed and
developed long-term business plans that will form the operational
basis for a reorganized business and have commenced the claims
reconciliation and allowance process. The Debtors also completed
an extensive internal investigation and expect to file restated
financials dating back to the year ended December 31, 2000
shortly. However, given the size and complexity of the Debtors'
cases, as well as the remaining steps that must be undertaken for
the Debtors and their stakeholders to successfully formulate and
implement a Plan of reorganization, an extension of the Debtors'
Exclusive Periods is necessary."

                     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.


PACIFIC GOLD: Magna Group Held 9.6% Equity Stake at Sept. 18
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Magna Group, LLC, and Joshua Sason disclosed that as
of Sept. 18, 2013, they beneficially owned 290,000,000 shares of
common stock of Pacific Gold Corp. representing 9.67 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/gA1H2i

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  As of June 30,
2013, the Company had $1.39 million in total assets, $4.30 million
in total liabilities and a $2.91 million total stockholders'
deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, 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 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.


PACIFIC FUNDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pacific Funding Group Inc.
        7379 Greenbush Ave.
        North Hollywood, CA 91605
        LOS ANGELES, CA

Case No.: 13-16212

Chapter 11 Petition Date: September 25, 2013

Court: U.S. Bankruptcy Court Central District Of California

Debtor's Counsel: Kent Salveson
                  28391 Avenida La Mancha
                  San Juan Capistrano, CA 92675
                  Tel:949-291-7393
                  Fax: 949-248-1199
                  Email: kent@eexcel.com

Scheduled Assets: $7.89 million

Scheduled Liabilities: $1.97 million

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb13-16212.pdf


PARK ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Park Enterprises, LLC
          aka Hook Ventures, LLC
          dba Marble Slab Creamery #338
              Marble Slab Creamery #280
        P.O. Box 682266
        Franklin, TN 37068

Bankruptcy Case No.: 13-08283

Chapter 11 Petition Date: September 20, 2013

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

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  NASHVILLE, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $57,370

Scheduled Liabilities: $1,154,750

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/tnmb13-08283.pdf

The petition was signed by Kyung-Hee Park, owner.

Related entity that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kyung-Hee Park                        13-05484            06/24/13


PETRON ENERGY: Judson Hoover Accepts Directorship
-------------------------------------------------
Mr. Judson F. Hoover accepted his appointment as a director of
Petron Energy II, Inc.

Mr. Hoover, age 54, received his Bachelor of Science degree from
Regis University in 1986.  Shortly after graduation, he received
his Certificate of Public Accounting in the State of Colorado.  He
has extensive experience in financial matters, mergers,
acquisitions, restructuring, public company compliance, oil and
gas operations, and real estate.

From December 2004 to March 2007, Mr. Hoover served as CFO for
Ness Energy International, a publicly traded oil and gas company
with operations in Texas and Israel.  From June 2007 to June 2009,
he served as Controller for Union Drilling, Inc., a publicly
traded oil services company.  From 1997 to 2004 and from 2007
through 2010, Mr. Hoover provided consulting services relating to
various aspects of international and national publicly held energy
companies.  From March 31, 2011, to Sept. 28, 2012, Mr. Hoover had
served as the chief financial officer of Sun River Energy, Inc.
With over 20 years of national and international experience in
executive management, of which 10 years were in oil and gas and 22
years were served on behalf of publicly traded companies.

                        About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at June 30, 2013, showed $2.31 million
in total assets, $4.96 million in total liabilities, and a
$2.65 million total stockholders' deficit.


PHIL'S CAKE: Amended Reorganization Plan Declared Effective
-----------------------------------------------------------
Phil's Cake Box Bakeries, Inc., notified the U.S. Bankruptcy Court
for the Middle District of Florida that the Effective Date of its
Amended Plan of Reorganization, as modified, occurred Sept. 24,
2013.

As reported in the Troubled Company Reporter on Aug. 6, 2013, the
Court entered an order confirming the Debtor's Amended Plan, dated
as of April 4, 2013, as Modified on June 24, 2013, and as further
modified by the confirmation order.

A copy of the Confirmation Order is available at:

        http://bankrupt.com/misc/phil'scake.doc280.pdf

As reported in the Troubled Company Reporter on June 6, 2013,
according to the Amended Disclosure Statement for the Debtor's
Amended Plan, holders of Allowed Class 11 Unsecured Claims, which
are impaired, will be paid on account of their Allowed Unsecured
Claims their Pro Rata Share of the Unsecured Creditor Distribution
Fund, which will be in the amount of $250,000.  The Reorganized
Debtor will make deposits to the Unsecured Creditor Distribution
Fund in five equal annual installments, beginning one year from
the Effective Date.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/PHILSCAKEds0419.pdf

                       About Phil's Cake

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., and Daniel R. Fogarty,
Esq., at Stichter Riedel Blain & Prosser, P.A., serve as the
Debtor's counsel.  The petition was signed by Philip Alessi, Jr.,
president.

No trustee or examiner nor an official committee have yet been
appointed in the case.


PHOENIX COMPANIES: Moody's Ratings Remain on Downgrade Watch
------------------------------------------------------------
Moody's Investors Service is maintaining the review for downgrade
of The Phoenix Companies, Inc.'s (NYSE: PNX) Caa1 senior debt
rating and the Ba2 insurance financial strength (IFS) rating of
the company's life insurance subsidiaries, led by Phoenix Life
Insurance Company and the B1 (hyb) debt rating of Phoenix Life's
surplus notes.

Ratings Rationale:

Moody's stated that it is continuing the review for downgrade,
initiated on December 12, 2012, because of the company's prolonged
delays in the filing of its GAAP financial statements driven by
the complexity and detailed level of auditor review. Other drivers
include Phoenix's weak accounting procedures and controls, and the
potential challenges in managing the underlying business
operations given the current management distractions as well as
the potential for increased surrenders by policyholders. Phoenix
will likely conclude it has multiple material weaknesses once it
completes its restatement. According to Moody's, Phoenix's GAAP
process of restating its financial statements continues to move
forward, albeit at a slow pace, and it expects the company to
provide a public update on the progress of the restatement by
October 15, 2013.

On August 15, 2013, Phoenix reported unaudited statutory financial
results and estimated operating metrics for Q2 2013. Phoenix Life
reported statutory net income of $14.9 million in the second
quarter and estimated its NAIC risk based capital (RBC) ratio to
be 354% (of Company Action Level (CAL)) at June 30, 2013.

Moody's noted that due to the protracted GAAP restatement process,
Phoenix did not file its YE 2012 audited statutory financial
statements with its regulators by their respective deadlines with
the Connecticut Insurance Department (June 1, 2013) and the New
York State Department of Financial Services (May 31, 2013). The
company has received multiple 30-day and 60-day extensions from
Connecticut and New York, respectively, for submitting the audited
statutory financials.

The rating agency stated that the review for downgrade of the
ratings will continue to focus on Phoenix's ability to file its
audited GAAP and audited statutory financial statements within the
required deadlines and related developments on any potential
acceleration of Phoenix's outstanding notes. Moody's added that
the review will also consider management's efforts to remediate
any accounting control weaknesses that are likely to be reported.

Given the extended restatement process, Moody's also noted that
Phoenix's ratings could be withdrawn for lack of sufficient
information if neither the outstanding GAAP nor statutory audited
financial statements are filed by December 31, 2013.

Moody's said the following factors could lead to a confirmation of
Phoenix's and its operating companies' ratings: filing of its
audited GAAP and statutory financials within their extension
periods; remediation of any accounting control weaknesses; NAIC
RBC ratio maintained above 300% CAL; cash flow coverage of greater
than 2x on a consistent basis.

Conversely, the following factors could lead to a downgrade of
Phoenix's ratings: inability to timely file its audited GAAP or
statutory financial statements or obtain the necessary
extensions/waivers; an acceleration of the senior notes; NAIC RBC
ratio falls below 300% CAL; cash flow coverage less than 2x; cash
outflows on the company's existing policies substantially increase
from their current pace.

The following ratings remain on review for downgrade:

The Phoenix Companies, Inc.

-- Senior unsecured debt rating at Caa1

Phoenix Life Insurance Company

-- Insurance financial strength rating at Ba2, surplus note
    rating at B1 (hyb)

PHL Variable Insurance Company

-- Insurance financial strength rating at Ba2

The principal methodology used in this rating/analysis was Moody's
Global Rating Methodology for Life Insurers published in May 2010.

Phoenix is an insurance organization headquartered in Hartford,
Connecticut. As of June 30, 2012, Phoenix reported total assets of
about $21.2 billion and stockholders' equity of approximately $0.9
billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


PICCADILLY RESTAURANTS: DIP Loan Extended Until Nov. 19
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
extended, on a final basis, the Termination Date of the Final DIP
Stipulation to the earliest to occur of (i) Nov. 19, 2013, (ii)
the effective date of a plan of reorganization confirmed in the
Debtors' cases, (iii) the date on which any DIP Order is reversed,
modified, invalidated or amended in any material respect unless
agreed to in advance by the Required DIP Lenders, and (iv) the
date on which an Event of Default occurs.

The DIP Lenders will have the option of extending the Termination
Date in their sole and absolute discretion, without further order
of the Court, through the earlier of Dec. 31, 2013, or the
effective date of a plan of reorganization confirmed in these
Cases; provided, however, that any such extension of the
termination must be made via a separate written instrument signed
by the DIP Lenders.

All other terms and conditions of the Final DIP Stipulation dated
Dec. 13, 2012, will remain in full force and effect.  Likewise,
all other terms and conditions of the Order approving the Final
DIP Stipulation dated Dec. 19, 2012, will remain in full force and
effect.

As reported in the TCR on Sept. 2, 2013, the Debtors asked the
Bankruptcy Court to extend the term of the stipulation and final
order (a) authorizing postpetition financing; (b) authorizing use
of cash collateral; (c) granting superpriority security interests
and administrative claims; (d) granting adequate protection to
prepetition lenders; and (e) granting limited relief from the
automatic stay.

The stipulation entered among the Debtors, Atalaya Administrative
LLC, as DIP Agent, and the DIP lenders, provides that the
termination date of the final DIP stipulation is extended until
(a) the effective date of a reorganization plan in the bankruptcy
cases, or (b) Nov. 19, 2013.  Additionally, under the Proposed
Order, the DIP Lenders would have the option of further extending
the term of the Final DIP Stipulation through Dec. 31, without the
necessity of further Court order.  Absent the extension, the loan,
under the FINAL DIP STIPULATION, was to terminate on Sept. 11.

As reported in the Troubled Company Reporter in February 2013,
Judge Robert Summerhays signed off on a final order granting the
Debtors authority to obtain postpetition financing from Atalaya
and use cash collateral of its prepetition lender.

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts.  BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee sought
and obtained Court approval to employ Frederick L. Bunol, Esq.,
and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as
attorneys.  Greenberg Traurig LLP also serves as counsel for the
Committee while Protiviti Inc. serves as financial advisor.


POLK AIR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Polk Air Conditioning, Inc.
        111 Industrial Boulevard
        Winter Haven, FL 33880

Bankruptcy Case No.: 13-12623

Chapter 11 Petition Date: September 23, 2013

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

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,221,064

Scheduled Liabilities: $1,549,276

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-12623.pdf

The petition was signed by David C. Mott, president.


PREVAL GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Preval Group, LLC
          dba Preval
        80 Exchange Street, Suite 32
        Portland, Me 04101

Bankruptcy Case No.: 13-20973

Chapter 11 Petition Date: September 20, 2013

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: Richard P. Olson, Esq.
                  PERKINS OLSON, P.A.
                  32 Pleasant Street
                  P.O. Box 449
                  Portland, ME 04112
                  Tel: (207) 871-7159
                  E-mail: rolson@perkinsolson.com

Scheduled Assets: $708,858

Scheduled Liabilities: $2,259,457

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/meb13-20973.pdf

The petition was signed by Bernard Williman.


PRISM HELICOPTERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Prism Helicopters, Inc.
        P.O. Box 872807
        Wasilla, AK 99687

Bankruptcy Case No.: 13-00455

Chapter 11 Petition Date: September 23, 2013

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Judge: Herbert A. Ross

Debtor's Counsel: Cabot C. Christianson, Esq.
                  CHRISTIANSON & SPRAKER
                  911 W 8th Ave., Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907) 258-2026
                  E-mail: cabot@cclawyers.net

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

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

A copy of the list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/akb13-455.pdf

The petition was signed by David Zall, secretary/treasurer.


PRM FAMILY: Supermarket Owners Aim to Retain Ownership
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pro's Ranch Markets, a family owned chain of 11
supermarkets, filed a proposed Chapter 11 reorganization plan this
week designed for the Provenzanos to retain ownership by making an
as-yet unspecified capital contribution.

According to the report, secured creditors won't be paid in full,
and unsecured creditors are being offered an unspecified recovery
by sharing part of excess cash flow over three years.

The immediate cause of bankruptcy was the declaration of default
by secured lender Bank of America NA, owed more than $45 million
on a term loan and revolving credit.  The claim is now about $40
million, according to the disclosure statement accompanying the
plan.

The report relates that the company wants the bankruptcy court to
put a value on the bank's assets.  Going-concern value isn't
proper, in the company's view, because the bank allegedly doesn't
have a lien on all assets.  The plan proposes to give the bank a
new secured claim for the value of the assets, to be paid with
4 percent interest on a 10-year loan paying interest only for
three years.  In later years, interest amortization would be on a
25-year schedule, with a balloon payment on maturity in the 10th
year.  The bank's deficiency claim would be treated as an
unsecured claim.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May
28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Hires Cavanagh Firm for Non-Bankruptcy Matters
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
PRM Family Holding Company, L.L.C., et al., to employ The Cavanagh
Law Firm, P.A. as ordinary course professionals to continue
representing the Debtors in connection with certain non-
bankruptcy-related matters.

The Debtors will compensate Cavanagh for 100 percent of its fees
and disbursements upon the submission to the Debtors of reasonably
detailed invoices indicating the nature of the services rendered
and calculated in accordance with Cavanagh's standard billing
practices.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May
28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRO'S RANCH MARKET: Family Could Keep Control of Chain
------------------------------------------------------
Katy Stech, writing for Dow Jones Business News, reported that
executives at Pro's Ranch Market have put together a bankruptcy-
exit plan for the struggling grocery chain, promising to repay
some of the company's debts using future profits from its 11
locations across the Southwest.

According to the report, in documents filed with the U.S.
Bankruptcy Court in Phoenix, Pro's Ranch Market officials said
they will either look for a new loan or rely on money from
Provenzano family members who own the chain, which caters to
Hispanic shoppers by selling imported food products from Mexico
and Central America. That money, along with future store profits,
would help pay off the company's suppliers and other unsecured
creditors who are owed at least $19 million.

Under the plan, the company would repay its biggest debt--a $48
million loan handled by Bank of America --an unspecified
"discounted" amount within six months of its exit from bankruptcy
protection, the report related.  If the bank votes to reject the
plan, it will get between $8 million and $10 million over a 10-
year period.

In court papers filed on Sept. 24, Pro's Ranch Market lawyers
asked Bankruptcy Judge Sarah Sharer Curley to review a summary of
the plan that would be sent to creditors for a vote, the report
said.  In court papers, they said that the proposal would keep the
2,300-worker chain's seven grocery stores in Arizona, two stores
in Texas and two stores in New Mexico in business.

"The [grocery stores] have a unique brand in a growing market with
productive stores and low fixed costs," Pro's Ranch Market said in
court papers, the report further related.  "Additionally, the
geographic regions in which the [stores] have a presence are
beginning to experience an economic recovery."

Pro's Ranch Markets on May 31 disclosed that the company has
voluntarily filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Pro's has hired Phoenix-based HG Capital
Partners as its restructuring advisor, led by Managing Partner Jim
Ameduri.


QUAKER HILLS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Quaker Hills, LLC
        425 Madison Avenue, Suite 1700
        New York, NY 10017

Bankruptcy Case No.: 13-13093

Chapter 11 Petition Date: September 23, 2013

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

Debtor's Counsel: Scott S. Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: (212) 216-8001
                  E-mail: smarkowitz@tarterkrinsky.com

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

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

A list of the Company?s two largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-13093.pdf

The petition was signed by Trevor Davis, managing member.


RANCHO MIRAGE RDA: Moody's Confirms 'Ba1' Rating on TABs
--------------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating of the
Successor Agency to the Rancho Mirage Redevelopment Agency's
outstanding Tax Allocation Bonds. The rating action affects
approximately $134 million of outstanding debt (approximately $99
million of senior lien debt and $35 million of subordinate lien
debt). This rating update report speaks to the rating Moody's
maintains on outstanding tax allocation bonds, it does not comment
on the agency's upcoming Merged Redevelopment Project Tax
Allocation Refunding Bonds, Series 2013A (Whitewater Sub Area),
Merged Redevelopment Project Subordinate Lien Tax Allocation
Refunding Bonds, Series 2013A (Northside Sub-Area), or Tax
Allocation Housing Refunding Bonds Series 2013A. Additionally, it
is purely coincidental that the publication of this rating report
is taking place on the same day as the offering of the Agency
Refunding Bonds.

Ratings Rationale:

The confirmation at Ba1 is driven by changes to California law
that dissolved redevelopment agencies (RDAs) and changed the
method by which the successors agencies to the RDAs receive
incremental tax revenues to pay debt service on tax allocation
bonds; as a result of these changes, Moody's projects that debt
service coverage net of pass-through payments will remain narrow
on an annual and semi-annual basis.

Other factors affecting the rating include an extremely large and
diverse project area and strong assessed valuation; minimal tax
payer concentration; an average increment AV to total AV ratio;
above average socio-economic indicators; and semi-annual debt
service coverage that falls in line with medians for California
RDA's. Additionally factored into the rating is the agency's plan
to refinance and refund a significant portion of the outstanding
debt in the near term.

Strengths:

- Large and diverse project area

- Strong socio-economic indicators

Challenges:

- Semi-annual debt service coverage is adequate and falls in
   line with medians for CA rated RDA's

What Could Change The Rating Up?

- Sizable increase in incremental AV of the project area,
   leading to greater debt service coverage in all semi-annual
   periods

What Could Change The Rating Down

- Material decline in the district's assessed valuation

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


REALBIZ MEDIA: Incurs $598K Net Loss in July 31 Quarter
-------------------------------------------------------
RealBiz Media Group, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $597,655 on $272,853 of revenues for
the three months ended July 31, 2013, compared with a net loss of
$341,730 on $278,606 of revenues for the three months ended
July 31, 2012.  The increase in net loss of $255,925 was primarily
due to the increased amortization of intangible costs.

For the nine months ended July 31, 2013, the Company had a net
loss of $1.44 million on $864,022 of revenues, compared to a net
loss of $742,111 on $896,226 of revenues for the nine months ended
July 31, 2012.  The increase in net loss of $697,513 primarily due
to increased amortization of intangible costs.

The Company's balance sheet at July 31, 2013, showed $4.07 million
in total assets, $2.79 million in total liabilities, and
stockholders' equity of $1.28 million.

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

Weston, Fla.-based RealBiz Media Group, Inc., is engaged in the
business of providing digital media and marketing services for the
real estate industry.  The Company currently generates revenue
from advertising revenues, real estate broker commissions and
referral fees.


RECIPROCAL OF AMERICA: Receiver Wants Increased Payment Percentage
------------------------------------------------------------------
The deputy receiver of Reciprocal of America and The Reciprocal
Group has filed an application seeking approval of an increased
payment percentage on approved claims from 85% to 100%, and the
transfer of ROA's workers' compensation business by way of aloss
portfolio transfer.  The deputy receiver filed the application
with the Commonwealth of Virginia in Case No. INS-2013-00180 on
Aug. 2, 2013.  A hearing on the application is set for Dec. 4 at
10:00 a.m. in Richmond.  Objections are due Oct. 11.

Reciprocal of America ("ROA") and The Reciprocal Group ("TRG")
were placed into Receivership on Jan. 29, 2003, by the Circuit
Court of the City of Richmond, Virginia.  On that date, the
Circuit Court appointed the State Corporation Commission of the
Commonwealth of Virginia as Receiver, Alfred W. Gross, later
replaced by Jacqueline K. Cunningham, the Commissioner of the
Commission's Bureau of Insurance, as Deputy Receiver, and Melvin
J. Dillon, later replaced by Michael R. Parker, as Special Deputy
Receiver of the Companies for purposes of  rehabilitation or
liquidation of the Companies.

On June 20, 2003, the Commission entered an Order of Liquidation
with a Finding of Insolvency and Directing the Cancellation of
Direct Insurance Policies for the Companies.  The Liquidation
Order declared that the Companies are insolvent and that the
Companies should be liquidated in accordance with Title 38.2,
Chapter 15 of the Virginia Code, other applicable Virginia law,
and any present or future orders of the Commission.

Reciprocal of America and
The Reciprocal Group
In Receivership for Liquidation
P.O. Box 85058
Richmond, VA 23285-5058

Street Address:

4200 Innslake Drive
Suite 102
Glen Allen, VA 23060
(804) 747-8600
(804) 270-5281 (Fax)
(800) 284-8847


RESIDENTIAL CAPITAL: Chapter 11 Examiner Discharged
---------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court the motion
filed by Residential Capital's examiner for entry of an order
granting discharge from duties, immunity from discovery, approval
of disposition of investigative materials and exculpation in
connection with duties.

As previously reported, "The Proposed Order would (i) discharge
the Examiner from all further duties related to the Chapter 11
Cases, the Examiner Investigation, and the Examiner Report...(ii)
grant the Examiner and his Professionals relief and immunity from
all discovery or process in any legal proceeding, thereby
precluding any party, including all interested parties in these
Chapter 11 Cases, from issuing or serving upon the Examiner or his
Professionals any trial or hearing subpoenas, or any formal or
informal discovery request, relating to (among other things) the
Examiner Investigation, the Examiner Report or any documents
obtained or created by the Examiner or his Professionals,
including, but not limited to, any request for production of
documents, requests for admissions, interrogatories, subpoenas
duces tecum, deposition subpoenas, requests for testimony, or any
other discovery of any kind related to the Chapter 11 Cases, the
Examiner Investigation, and the Examiner Report; (iii) authorize
the Examiner and his Professionals to transfer custody and control
of the Document Depository to an interested party of the Court's
designation; (iv) require the Examiner and his Professionals to
preserve only witness interview transcripts and recordings for two
years (or until further ordered by the Court); and (v) exculpate
the Examiner and his Professionals from all actual or potential
liability in connection with the Chapter 11 Cases, including as
relating to the Examiner Investigation and the Examiner Report."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REYNOSO VINEYARDS: May Employ Michael Fallon as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Reynoso Vineyards Inc., to employ as counsel:

         Michael C. Fallon, Esq.
         100 E Street, Suite 219
         Santa Rosa, CA 95404
         Tel: (707) 546-6770
         Fax: (707) 546-5775
         E-mail: mcfallon@fallonlaw.net

Mr. Fallon will render general representation of the Debtor in the
case and perform all legal services for the Debtor which may be
necessary.

Mr. Fallon has agreed to represent the Debtor at these hourly
rates:

         Mr. Fallon              $400
         Legal Assistant         $150

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

                   About Reynoso Vineyards Inc.

Reynoso Vineyards Inc. filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-11640) in Santa Rosa, California, on Aug. 26,
2013.

The Debtor disclosed $15.8 million in assets and $9.34 million in
liabilities in schedules filed together with the petition.   The
Debtor owns a 395-acre property at River Road, in Cloverdale,
California.  The property has 148 acres planted with wine grapes
and 9 buildings, which consist of 5 single family dwellings,
2 barns and 2 sheds.  The property is valued at $14 million and
secures and $8.7 million debt to Exchange Bank.

The Debtor is represented by Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, California.


RG STEEL: Gets Approval to Retain Reed Smith as Special Counsel
---------------------------------------------------------------
RG Steel Wheeling, LLC and its affiliated debtors received the
green light from U.S. Bankruptcy Judge Kevin Carey to retain Reed
Smith LLP as their special litigation counsel.

Reed Smith will continue to provide legal services to RG Steel in
connection with the lawsuit it filed against The Monarch Machine
Tool Co. in the Common Pleas Court in Belmont County, Ohio.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RICHMOND CHRISTIAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Richmond Christian Center
        214 Cowardin Avenue
        Richmond, VA 23224

Bankruptcy Case No.: 13-35141

Chapter 11 Petition Date: September 24, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Ronald A. Page, Jr., Esq.
                  RONALD PAGE, PLC
                  501 E. Franklin Street, Suite #626
                  Richmond, VA 23219
                  Tel: (804) 562-8704
                  Fax: (804) 482-2427
                  E-mail: rpage@rpagelaw.com

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

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

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

The petition was signed by Dr. Stephen A. Parson, Sr., pastor.


RIDGECREST REDEVELOPMENT: S&P Lowers COPs Rating to 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Ridgecrest Redevelopment Agency, Calif.'s certificates of
participation (COPs), supported by Ridgecrest, three notches
to 'BB+' from BBB+.  The outlook is stable.

The rating action reflects Standard & Poor's assessment of the
fact that the city's fiscal 2012 audit reflects a "going concern
opinion" of the auditor, substantially weakened finances, and
Standard & Poor's new local general obligation criteria, published
Sept. 12, 2013, on RatingsDirect.

"We do not expect to raise the rating over the outlook's two-year
period since the city will likely maintain its limited budgetary
flexibility.  In addition, we do not expect to lower the rating
further over the outlook's period due to management's efforts to
stabilize the general fund and recent passage of a new sales tax,
providing additional revenue," said Standard & Poor's credit
analyst Lisa Schroeer.  "We, however, could lower the rating if
liquidity were to weaken or if additional financial pressure were
to have an effect on the city's financial performance."

In Standard & Poor's opinion, the city has a very weak budgetary
flexibility score with a high negative fund balance of 37.1% of
expenditures, or $44.3 million, that officials expect to carry
zorward for several fiscal years.  The city's negative fund
balance reflects a one-time repayment of a franchise fee to the
wastewater system.

The COPs represent an interest in lease payments made by
Ridgecrest, as lessee, for the use and possession of certain
leased assets through a lease-leaseback structure, in which the
city will make periodic, sufficient lease payments to amortize the
COPs.

The stable outlook reflects Standard & Poor's view of the city's
expected maintenance of negative reserves.


ROTHSTEIN ROSENFELDT: Ponzi Scheme Costs TD Bank Another $52.5MM
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scott Rothstein's Ponzi scheme has cost TD Bank NA
another $52.5 million, the price of settlements with the U.S.
Securities and Exchange Commission and the Office of the
Comptroller of the Currency over claims that a bank employee was
in on the scam.

According to the report, Rothstein's swindle imploded in 2009,
followed by a Chapter 11 filing and the appointment of a trustee
who crafted a liquidating plan approved by the court and
implemented in July.  The plan was based on a $74.4 million
settlement payment by Toronto-based TD Bank.  The SEC announced
the latest settlement on Sept. 23, resolving allegations that a
bank officer made false statements telling Rothstein's investors
their money was safe.

The report notes that the bank agreed to pay the $15 million
without admitting or denying the SEC's allegations.  The SEC also
initiated a civil action against the bank officer.  The OCC
simultaneously fined the bank $37.5 million for failure to file
suspicious activity reports.

"TD Bank is pleased to resolve these regulatory concerns and to
put the Rothstein matter behind us," Gabe Weissman, a bank
spokesman, said in an e-mailed statement, according to the report.

The report relates that the statement from the OCC said the bank
"ultimately provided more than $600 million in restitution to
investors impacted by Rothstein's Ponzi scheme."

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


ROVI CORP: S&P Cuts Corp. Credit Rating to 'B+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Santa Clara, Calif.-based digital entertainment
technology company Rovi Corp. to 'B+' from 'BB-'.  The outlook is
stable.

At the same time, S&P lowered the issue-level rating on the senior
secured debt to 'BB-' from 'BB'.  The recovery rating on this debt
remains '2', indicating S&P's expectation for substantial (70% to
90%) recovery for debtholders in the event of a payment default.

On July 31, 2013, Rovi lowered its full-year 2013 revenue and
EBITDA outlook, citing greater uncertainty with respect to the
timing of closing several new agreements with international
businesses and Over-the-Top (OTT) content providers, such as
Netflix Inc.  Rovi lowered its full-year revenue outlook from the
range of $623 million to $651 million, to a range of $600 million
to $630 million, a decline of 3.4% at the midpoint.  While the
reduction in the 2013 revenue outlook is modest, S&P's concern
centers on greater revenue growth uncertainty in 2014.  It is
possible that ongoing negotiations with potential OTT providers
could drag out into mid-2014 or later.  S&P is less certain that
Rovi can return to healthy organic growth (greater than 5%) in
2014.

S&P's corporate credit rating on Rovi reflects its expectation for
fairly modest growth in 2014 and a decrease in debt leverage
resulting from EBITDA growth and debt reduction.  Over the past 18
months, Rovi has been selling underperforming assets (several of
which came from its acquisition of Sonic Solutions in 2010) and
reducing its cost base.  S&P considers Rovi's business profile
"fair," primarily because of its good EBITDA margin and high
barriers to entry--particularly regarding its patent portfolio.
These strengths are partly offset by its narrow business platform
and meaningful technology risk.  S&P assess the company's
financial risk profile as "aggressive" based on its relatively
high debt leverage at low 5x. We assess the management and
governance as "fair."

Rovi holds more than 5,000 issued or pending patents worldwide.
Many of the patents cover basic interactive programming guide
(IPG) and content protection functions.  Competitors have
repeatedly tested barriers to entry against Rovi's IPG and content
protection businesses, but Rovi or its predecessor company
prevailed.  Any new entrant, in addition to developing a competing
product, would also likely need to license the underlying
technology covered by Rovi's patents.  The patents give the
company a highly defensible market position because most consumer
electronics manufacturers, including SONY Corp. and Samsung
Electronics Ltd., are Rovi customers.


ROYAL FOAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Royal Foam, Inc.
          dba Royal Foam LLC
        1333 Haines Street
        Jacksonville, FL 32218

Bankruptcy Case No.: 13-05741

Chapter 11 Petition Date: September 23, 2013

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

Judge: Paul M. Glenn

Debtor's Counsel: David P. Grigaltchik, Esq.
                  DAVID P. GRIGALTCHIK, P.A.
                  6144 Gazebo Park Place South, Suite 215
                  Jacksonville, FL 32257
                  Tel: (904) 738-8398
                  Fax: (904) 738-8413
                  E-mail: info@griglaw.com

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

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

A list of the Company?s 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-5741.pdf

The petition was signed by Viacheslav Kulbaka, president.


SCOOTER STORE: To Begin Selling Off Assets Piecemeal
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Scooter Store Inc. lined up a buyer, the
supplier of power wheelchairs and scooters admitted that a going-
concern sale is highly unlikely to occur because the company lost
the right to reimbursement from Medicare.

According to the report, to deal with "extremely constrained"
liquidity, the New Braunfels, Texas-based company filed court
papers setting up a hearing on Sept. 25 to seek permission to sell
off assets with little or no court oversight.  Scooter Store is
requesting permission to sell assets for less than $25,000 without
notice.  For sales of $25,000 to $500,000, assets could be sold
with notice to prescribed parties, as long as no one objects.

The report notes that the official creditors' committee and third-
lien lender Sun Capital Partners Inc. had an agreement whereby
some proceeds from a going-concern sale might have produced a
recovery for unsecured creditors.  Sun Capital is a 66.8 percent
controlling shareholder and is owed $40 million on third-lien
debt.  The company filed for Chapter 11 reorganization in April.
It has 57 distribution centers in 41 states.

The report discloses the U.S. Justice Department searched the
company's offices in February.  There was a civil investigation
into "billing and reimbursement procedures," according to a court
filing.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SBMC HEALTHCARE: Counsel Out on Personal Matter; Hearings Reset
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas reset
from Sept. 17, 2013, to a date that all parties can agree upon,
the trial on the amended motion to (i) convert the case of SBMC
Healthcare, LLC, to one under Chapter 7 of the Bankruptcy Code;
(ii) delay ruling on pending fee applications; and (3) for order
requiring liquidating trustee to account for all post-confirmation
financial transactions.

Marilee A. Madan, Esq., at Marilee A. Madan, P.C., filed an
emergency motion to continue the trial on the amended motion
because she has been notified that her mother has been taken to
the hospital due to a blood clot and pneumonia and was in critical
condition.

As reported in the Troubled Company Reporter on Aug. 7, 2013,
creditor Marty McVey filed with the Court on July 18, an expedited
motion (1) to convert the Debtor's case to one under Chapter 7 of
the Bankruptcy, (2) to delay ruling on pending fee applications,
and (3) for an order required the Liquidating Trustee to account
for all post-confirmation financial transactions.

On April 4, 2013, the U.S. Bankruptcy Court for the Southern
District of Texas confirmed the Joint Amended Plan of Liquidation
of the Official Committee of Unsecured Creditors and the Debtor
dated March 25 2013.  The Effective Date of the Joint Plan
occurred on April 10, 2013.

According to Mr. McVey, the Court must set a preliminary hearing
on his motion and order the Liquidating Trustee to account fully
for the financial activities of the Liquidating Trust from and
after the occurrence of Plan confirmation, including the
production of all bank account information.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. in Houston, Texas, is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve
as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.  The Committee retained BMC Group, Inc., to
assist with the compilation, administration, evaluation, and
production of documents and information necessary to support the
Committee's duties.


SECUREALERT INC: Hansen Barnett Quits as Accountants
----------------------------------------------------
Hansen, Barnett & Maxwell, P.C., resigned as the independent
registered public accounting firm of SecureAlert, Inc.  HBM
recently entered into an agreement with Eide Bailly LLP, pursuant
to which Eide Bailly acquired the operations of HBM, and certain
of the professional staff and partners of HBM joined Eide Bailly
either as employees or partners of Eide Bailly and will continue
to practice as members of Eide Bailly.  Concurrent with the
resignation of HBM, the Company, through and with the approval of
its Audit Committee, engaged Eide Bailly as its independent
registered public accounting firm.

Prior to engaging Eide Bailly, the Company did not consult with
Eide Bailly regarding the application of accounting principles to
a specific completed or contemplated transaction or regarding the
type of audit opinions that might be rendered by Eide Bailly on
the Company's financial statements, and Eide Bailly did not
provide any written or oral advice that was an important factor
considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue.

The reports of HBM regarding the Company's financial statements
for the fiscal years ended Sept. 30, 2012, and 2011 contained a
going concern note.  Other than the foregoing, the reports of HBM
did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.  During the years ended Sept. 30, 2012, and
2011, and during the period from Sept. 30, 2012, through Sept. 23,
2013, the date of resignation, there were no disagreements with
HBM on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of HBM would
have caused it to make reference to that disagreement in its
reports.

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed $27.63
million in total assets, $9.73 million in total liabilities and
$17.90 million in total equity.


SHORE LONG: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Shore Long, LLC
        731 Hollow Tree Ridge Road
        Darien, CT 06820

Bankruptcy Case No.: 13-51489

Chapter 11 Petition Date: September 20, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Lynn M. Pinder, Esq.
                  WILSON, PINDER & SNOW, LLC
                  130 E. Main Street
                  Clinton, CT 06413
                  Tel: (860) 669-1222
                  Fax: (860) 664-9661
                  E-mail: lynnpinder.wpslaw@gmail.com

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

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

A copy of the Company's list of its three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-51489.pdf

The petition was signed by Edward Zimmerman, authorized agent.


SOUNDVIEW ELITE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Soundview Elite Ltd.
        48 Wall Street, 4th Floor
        New York, NY 10005

Bankruptcy Case No.: 13-13098

Chapter 11 Petition Date: September 24, 2013

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

Judge: Robert E. Gerber

Debtor's Counsel: Kelly D. Curtin, Esq.
                  Michael J. Naporano, Esq.
                  Mark J. Politan, Esq.
                  PORZIO, BROMBERG & NEWMAN, PC
                  100 Southgate Parkway
                  Morristown, NJ 07962-1997
                  Tel: (973) 538-4006
                  Fax: (973) 538-5146
                  E-mail: kdcurtin@pbnlaw.com
                          mjnaporano@pbnlaw.com
                          mjpolitan@pbnlaw.com

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

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

The petition was signed by Floyd Saunders, corporate secretary.

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                         Case No.
     ------                         --------
Soundview Premium, Ltd.             13-13099
Soundview Star Ltd.                 13-13101
Elite Designated                    13-13102
Premium Designated                  13-13103
Star Designated                     13-13104

Affiliate that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Fletcher International, Ltd.           12-12796    06/29/12


SOUTH FLORIDA SOD: Court Approves Oct. 19 Auction
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
scheduled an Oct. 19 auction for the assets of South Florida Sod,
Inc.'s estates.  Competing bids are due 5 p.m. on the scheduled
sale.

The Debtor's property will be offered in tracts and as a whole in
order to derive the best offer.  The tracts will first be offered
on high bidder's choice method on a per acre basis by the total
dollar with the first successful bidder having their choice of any
tract or multiple of tracts.  After the successful bidder makes
their choice of tracts, the auction will begin again, selling high
bidder's choice of the remaining tracts.  This process will be
repeated until all tracts have been selected.

The second phase of the auction will be the offering of any
requested combinations of previous contracts with a 2% raise on
the total dollars of the requested combined contracts.

The last phase of the auction will be to offer the property as a
whole by totaling the highest and best bids offered at the
auction.  A 2% raise is required in order to buy it as a whole.
If a raise on the whole is received, then the individual bidders
are bought out.  This will continue until no more raises can be
obtained.

Barfield Auctions Inc. will oversee the auction.  Barfield will
obtain contracts from the high bidders and collect the 15% earnest
money.

A copy of the terms of the sale is available for free at
http://bankrupt.com/misc/SOUTHFLORIDA_saleorder.pdf

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SOUTH FLORIDA SOD: Plan Filing Exclusivity Ends on Oct. 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved an agreed order between South Florida Sod, Inc., and
Orange Hammock Ranch, LLC, the principal secured creditor,
terminating the Debtor's exclusive periods by Oct. 7, 2013.

The agreement also provides that if the Debtor has not filed a
plan by Oct. 7, the exclusivity will terminate.

According to papers filed with the Court, the Debtor's exclusive
right to file a plan originally will expire on Nov. 6, 2013.

As reported in the Troubled Company Reporter on Sept. 10, 2013,
Orange Hammock asked the Court to terminate the 120-day period
within which the Debtor has the exclusive right to propose a plan
of reorganization.  Orange Hammock contended that:

  1. Orange Hammock's equity cushion is eroding at a rate of
     over $265,000 a month.

  2. Because the continuation of the Exclusivity Period for 120
     days will cause unnecessary delay to the detriment of the
     creditors and will not increase the likelihood of
     rehabilitation, cause exists to terminate the Exclusivity
     Period.

  3. The Debtor's case is neither large nor complex.

  4. The Debtor has made no progress in negotiating with
     creditors.

  5. The Debtor has failed to file any financials to indicate
     whether it is paying its debts as they come due.

  6. The Debtor is making no progress toward reorganization.  Its
     hay production business has failed to generate any profits
     and it is relying on proceeds from the sale of Orange
     Hammock's Collateral to fund its operations.

  7. Terminating the Exclusivity period will provide Orange
     Hammock with an opportunity to propose its own plan, stem the
     erosion of its equity cushion, and keep the case moving
     forward.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP


SOUTH FLORIDA SOD: Oct. 17 Hearing on DIP Loan, Cash Use
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on an interim basis, South Florida Sod, Inc., to
obtain credit from Wauchula State Bank, in the amount not to
exceed $100,000.

The Court will convene another hearing on Oct. 17, 2013, at 1:30
p.m., on the DIP financing.

As reported in the Troubled Company Reporter on Aug. 28, 2013, the
Loan will bear an interest rate of 10 percent per annum, plus
3 points on all advances made at the time of the advance.

The debt is to be secured by: (i) a second mortgage on the
property known as the "McCall Ranch" located in Sarasota County,
Florida, junior only to that of Orange Hammock Ranch LLC; and (ii)
a first mortgage on  the Debtor's  property on Burnt Island,
Michigan known as the "Summer Office."

The maximum borrowing limit is 20 percent of the value of the
"Summer Office Property," which Wauchula believes to be $950,000.
Accordingly, the maximum borrowing limit is $220,000.

The credit will be super-priority administrative expense claims on
account of the Loans pursuant to Section 364(c)(1) of the
Bankruptcy Code.

The Debtor intends to use the proceeds of the loan to hire Dan
Dempsey as financial adviser and continue the improvement of the
Debtor's property by preparing it for the production of hay.  The
sale of the hay crop will be used for funding the plan of
reorganization.

           Oct. 17 Hearing on Further Cash Collateral Use

The U.S. Bankruptcy Court, in a third preliminary order,
authorized South Florida Sod's use cash collateral.  The Court
will convene another hearing on Oct. 17, 2013, at 1:30 p.m., to
consider the Debtor's further access to the cash collateral.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
lien, and maintain insurance coverage for its property.

As reported in the Troubled Company Reporter on Sept. 10, 2013, in
a second preliminary order, the Bankruptcy Court authorized the
Debtor to use cash collateral to pay:

   (a) operating expenses of the debtor and payments to the
       US Trustee for quarterly fees in an amount not to exceed
       $45,000 of cash collateral; and

   (b) such additional amounts as may be expressly approved in
       writing by Secured Creditor Orange Hammock Ranch, LLC.

This authorization will continue until further Court order.

Each creditor with a security interest in cash collateral will
have a perfected post-petition lien against cash collateral to the
same extent and with the same validity and priority as the
prepetition lien, without the need to file or execute any document
as may otherwise be required under applicable non-bankruptcy law.

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP


SOUTH FLORIDA SOD: Stidham to Represent in State Court Cases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized South Florida Sod, Inc., to employ Jonathan Stidham,
Esq., at Stidham & Stidham, P.A., as special counsel to represent
the Debtor in these actions:

     -- Texas 1845, LLC vs. South Florida Sod, Inc., et al., and
     -- South Florida Sod, Inc. vs. Gillia Ag and Timber Co.

Stidham & Stidham has represented the Debtor in these actions:

   1. state court litigation in the 10th Judicial Circuit of
Florida in Highlands County with Texas 1845, LLC.  On April 5,
2013, the Circuit Court entered a Judgment against the Debtor for
$1,646,725.  The Debtor timely filed a Notice of Appeal and is
appealing the Judgment in Florida's 2nd District Court of Appeals.
Special Counsel was representing the Debtor in the state court
case and in the appeal prior to the Petition Date.

   2. a suit in the Superior Court of Wheeler County, Georgia
against Gillia AG & Timber, Inc. in 2012.  The suit was pending on
the Petition Date.  In the Complaint, the Debtor alleges that it
was damaged when Gillia breached a timber lease between the
parties.  The timber lease covered the Debtors acreage in Wheeler
County, Georgia.  The Debtor wishes to retain special counsel to
continue with its action for damages against Gillia.

The hourly rates of Stidham & Stidham's personnel are:

         Mr. Stidham                 $350
         Jeff Sullivan, partner      $275
         Wade Stidham, associate     $185
         Yvonne Gonzalez              $90

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


SPEED PLUS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Speed Plus, Inc.
        935 Pollard Street
        Suite A
        Dallas, Tx 75208
        DALLAS-TX

Case No.: 13-34901

Chapter 11 Petition Date: September 25, 2013

Court: U.S. Bankruptcy Court Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Keith William Harvey
                  The Harvey Law Firm
                  4131 N Central Expy
                  Suite 980
                  Dallas, TX 75204
                  Tel: (972) 789-1160
                  Fax: (214) 241-3970
                  Email: harvey@keithharveylaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

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


SPIRE CORP: Sells Biomedical Business to N2 for $10.5 Million
-------------------------------------------------------------
Spire Corporation and Spire Biomedical, Inc., entered into an
Asset Purchase Agreement with N2 Biomedical LLC pursuant to which
N2 agreed to (i) acquire substantially all of the assets of
Spire's biomedical business and (ii) assume and pay certain
liabilities related to the purchased assets as set forth in the
Purchase Agreement.  The Transaction closed on Sept. 18, 2013.

The purchase price for the Business was $10.5 million plus the
assumption of liabilities of approximately $0.1 million, with $6
million paid in cash at closing, a $2.4 million subordinated
convertible promissory note, and 310,549 Series A Preferred Units
of N2 valued at approximately $2.1 million ($6.72 per share).  The
parties determined the purchase price through negotiation, as well
as the parties' determination of fair market value of, and
solicitation of third party bids on, the Business.  The board of
directors, including all of the disinterested directors,
unanimously approved the Transaction after full disclosure of all
material facts of the Transaction and each director's interest in
the Transaction.

The subordinated promissory note (i) bears interest at 9 percent
per annum until paid in full, (ii) is convertible, at Spire's
option, into Common Units of N2 at a conversion price of $6.72 per
share, (iii) has a seven year term, (iv) is unsecured and (v) is
subordinate in right of payment to all senior bank indebtedness of
N2.

The Series A Preferred Units (i) represent an equity ownership
interest of 19.9 percent in N2, (ii) are governed by the terms of
the Amended and Restated Limited Liability Company Agreement of N2
dated Sept. 18, 2013, (iii) rank senior to the Common Units on
liquidation, dissolution and winding up, and (iv) vote together
with the Common Units on an as-converted basis.  Spire has the
right to appoint one director to the Board of Directors of N2.  N2
is subject to certain affirmative and negative operating covenants
in favor of the holder of Series A Preferred Units.

On Sept. 18, 2013, the Company and N2 entered into a Shared
Services Agreement whereby the Company will provide N2 certain
services for a period of three years.  It is the intent of the
parties that the aggregate fees for the Shared Services will equal
approximately $500,000 during the first year.  Following the first
anniversary, N2 may terminate any specific Shared Service with 20
days' written notice to the Company.

On Sept. 18, 2013, the lease agreement between SPI-Trust and the
Company for the premises in Bedford, Massachusetts, where the
Business is located was amended, by reducing the Company's leased
space and annual base rent by approximately 19 percent.  All other
material terms and conditions related to the lease remain
unchanged as of that date.

The Purchase Agreement includes a five-year commitment of (i)
Spire not to compete with the Business and (ii) N2 not to compete
with the consumer electronic products business of Spire.  Both
Spire and N2 agreed not to solicit the officers or employees of
the other party for a one-year period.  The Purchase Agreement
also contains customary representations and warranties, post-
closing covenants and mutual indemnification obligations for,
among other things, inaccuracy or breach of any representation or
warranty and any breach or non-fulfilment of any covenant.

Mark C. Little was the chief executive officer of the Subsidiary,
is a director of the Company and is the chief executive officer of
N2. Mark C. Little is the son of Roger G. Little, chief executive
officer of the Company.

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/G1KnSW

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.

As of June 30, 2013, the Company had $13.46 million in total
assets, $10.15 million in total liabilities and $3.31 million in
total stockholders' equity.


SRA INTERNATIONAL: S&P Revises Outlook to Stable & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Fairfax, Va.-based SRA International Inc. to stable from negative.
At the same time, S&P affirmed its 'B' corporate credit rating and
other ratings on the company.

"The outlook revision to stable reflects our view that SRA
International demonstrated its ability to retain existing
contracts and successfully bid and win contracts with both
existing and new customers, following the loss of its FDIC
contract in October 2012, which represented about 7% of the
company's total revenue," said Standard & Poor's credit analyst
David Tsui.

The ratings on SRA International reflect Standard & Poor's Ratings
Services' view that the company's financial risk profile is
"highly leveraged", as demonstrated by adjusted leverage of about
6.3x, and also takes into account the significant influence of
U.S. government agency budgetary constraints on its performance.
Partially offsetting these factors is the company's "fair"
business risk profile under S&P's criteria, with predictable
revenue streams based on a contractual backlog of business, as
well as a diversified customer and contract base of approximately
1,200 active contracts that generate consistent cash flows, even
in the currently tight defense spending environment.

The outlook is stable, reflecting S&P's view that the company's
diversified customer and contract base continues to support S&P's
expectation of positive FOCF generation.  The possibility of an
upgrade is limited by the company's highly leveraged financial
profile and that leverage is expected to remain above 5x over the
near term.  S&P could lower the rating if the competitive bidding
environment intensifies and leads to loss of material contracts,
of if the company faces margin pressures, which erodes its EBITDA
base, and leads to leverage sustained above 7x.


STACKPOLE INT'L: Moody's Rates New $360MM Sr. Secured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to Stackpole
International Powder Metal, ULC including a B2 corporate family
rating, a B2-PD probability of default rating, and a B2 senior
secured rating to the proposed US$360 million notes to be issued
by Stackpole International Powder Metal, ULC and its sister
companies, Stackpole International Engineered Products, Ltd. and
Stackpole International Intermediate Co. The ratings outlook is
stable.

Net proceeds from the notes issue together with approximately
CAD159 million of equity contribution primarily from Crestview
Partners, Stackpole's new private equity owner and management,
will be used to acquire Stackpole from The Sterling Group and
increase Stackpole's cash by CAD22 million. Stackpole's new US$70
million senior secured revolver, due 2018 (unrated), will be
unused when the transaction closes in October 2013.

Ratings Assigned:

Issuer: Stackpole International Powder Metal, ULC

Corporate Family Rating, Assigned as B2

Probability of Default Rating, Assigned as B2-PD

Senior Secured Notes due 2021, Assigned as B2 (LGD3, 48%)

Outlook:

Assigned as Stable

Ratings Rationale:

Stackpole's B2 CFR primarily reflects the company's small size
relative to OEM automotive parts supplier peers, and its
concentration in only two product areas (oil pumps and powered
metal components) and three customers (GM, Ford and Chrysler
account for more than 70% of revenue). As well, Moody's expects
growth capital expenditures to increase under its new owner, which
will consume nearly all of its free cash flow in the next two
years. Leverage (adjusted Debt/EBITDA) will start around 4.9x at
closing of the acquisition and should decline only marginally,
towards 4.5x over the next 12 to 18 months. Management has
recorded strong revenue and EBITDA growth in the last few years
driven by the strength of the company's existing platforms and new
platform launches. Moody's expects this trend to continue into the
foreseeable future, boosted by positive automotive industry growth
and booked contracts.

Moody's believes Stackpole's liquidity profile is adequate, with
pro forma cash balance of about CAD22 million, access to a new and
unused US$70 million committed revolving credit facility that
matures in 2018, and lack of meaningful debt maturities until the
revolver comes due. Free cash flow is expected to be breakeven-to-
negative. Moody's expects usage under Stackpole's revolver to be
modest through the next 4 to 6 quarters and outstanding letters of
credit to be modest as well. The facility will contain a springing
leverage covenant if revolver drawings and outstanding letters of
credit (excluding up to $10 million) exceed US$21 million (30%).
Moody's expects sufficient cushion to be maintained should it
become applicable. Substantially all of Stackpole's assets are
pledged as collateral which limits flexibility to raise additional
funds should the need arise.

The stable outlook reflects Moody's expectation that while
Stackpole will pursue growth objectives outside North America, the
company will sustain its Debt/EBITDA towards 4.5x, which will
firm-up its positioning in the B2 category.

The rating could be upgraded should Stackpole generate consistent
positive free cash flow while improving its adjusted Debt/EBITDA
towards 3.5x and adjusted EBITA/Interest above 2x. The rating
could be downgraded should Stackpole's adjusted Debt/EBITDA be
sustained above 5x and EBITA/ Interest towards 1x. Downward rating
pressure could also develop should there be a sizeable decline in
vehicle production or if the company's liquidity position
deteriorates.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in May 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Stackpole is a non-captive automotive supplier of engine and
transmission oil pumps and powdered metal components mainly in
North America. Revenue for the last twelve months ended June 30,
2013 was $440 million. The company is headquartered in Ancaster,
Ontario, Canada.


STELLAR BIOTECHNOLOGIES: Amaran Had 10.2% Equity Stake at Sept. 9
-----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Amaran Biotechnology Inc. disclosed that as of
Sept. 9, 2013, it beneficially owned 7,142,858 shares of common
stock of Stellar Biotechnologies Inc. representing 10.19 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/omGgoL

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


STEWARDSHIP FUND: 126 Mortgages, REO Properties to Be Sold Oct. 15
------------------------------------------------------------------
A public auction and sale of 126 non-performing mortgages and REO
properties of Stewardship Fund LP will commence on Oct. 15 from
9:00 a.m. until 12:00 p.m. in the courthouse steps of the U.S.
District Court for the Eastern District of Texas, in Sherman.  The
sale will be conducted "as is, where is".  An open bid period of
30 days began Sept. 16.  An opening bid of $450,000 has been
accepted.

Bids may be submitted to Bradley J. Purcell at
Bradley.purcell@bryancave.com

A list of the properties and a copy of the notice of auction is
available at http://is.gd/XgqLCT

Stewardship Fund's receivership case is Securities and Exchange
Commission, Plaintiff, v. James G. Temme, and Stewardship Fund.,
LP, Defendants, Civil Action No. 4:11-cv-655 (E.D. Tex.).  Keith
M. Aurzada is the court-appointed receiver.


SUNTECH POWER: Court Orders Seizure of Additional Solar Parks
-------------------------------------------------------------
Suntech Power Holdings Co., Ltd., received on Sept. 19, 2013, a
notice that the Court of Brindisi (Italy) issued a ruling to seize
additional solar parks constructed by investee companies of Global
Solar Fund S.C.A. SICAR.  In total, with this new seizure, an
aggregate of 37 GSF solar parks have been ordered seized which
have a total capacity of approximately 30MW and represent
approximately 21 percent of the aggregate nominal power capacity
of solar parks held by GSF.  The Court also ordered the seizure of
feed-in-tariffs received by the investee companies of GSF that own
the seized solar parks.  As consistent with Italian legal
proceedings, several people have been served pre-trial detention
orders.  GSF is currently in the process of reviewing the ruling
issued by the Court to determine the next appropriate steps, and
the Company is working with GSF to maintain operations while
operating in a manner compliant with the Court's ruling.

As previously disclosed in the Company's 2010 annual report on
Form 20-F, various solar parks constructed by investee companies
of GSF have been the subject of an investigation relating to
permitting and the authorization process by the Court of Brindisi
(Italy).  In the current ruling issued by the Court, the Court
indicated the primary allegations for the current actions are
potential improper operation related to underlying authorization
issues for various solar parks, planning and environmental crimes
resulting from such underlying authorization issues, and matters
related to improper collection of feed-in-tariffs.

GSF is an investment fund created to make investments in private
companies that own or develop projects in the solar energy sector.
The Company currently holds approximately 88 percent of the share
equity in GSF.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3 percent
Convertible Notes a notice of default and acceleration relating to
Suntech's non-payment of the principal amount of US$541 million
that was due to holders of the Notes on March 15, 2013.  That
event of default has also triggered cross-defaults under Suntech's
other outstanding debt, including its loans from International
Finance Corporation and Chinese domestic lenders.


SURTRONICS INC: Can Use First Citizens' Cash Until Oct. 30
----------------------------------------------------------
On Sept. 23, 2013, the U.S. Bankruptcy Court for the Eastern
District of North Carolina entered an interim order granting the
emergency motion of Surtronics, Inc., to use cash collateral of
First Citizens Bank & Trust Co. for the period commencing on
Sept. 9, 2013, and ending on Oct. 30, 2013.   The Debtor will use
of the cash collateral solely for its ordinary course expenses,
pursuant to the approved budget for the period, and such other
expenses outside the ordinary course of the Debtor's business as
may be approved by the Court.

First Citizens will have a lien post-petition on the Debtor's cash
collateral to the same extent, validity, and priority as existed
pre-petition.

The Court will hold a further hearing on Oct. 28, 2013, at 1:00
p.m., to consider further use of cash collateral for October and
November 2013.

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.


SWADENER INVESTMENT: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Swadener Investment Properties, LLC
        P.O. Box 74170
        Tulsa, OK 74170

Bankruptcy Case No.: 13-12248

Chapter 11 Petition Date: September 23, 2013

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Scott P. Kirtley, Esq.
                  RIGGS, ABNEY, NEAL, TURPEN, ORBISON
                  502 West 6th Street
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161
                  E-mail: skirtleyattorney@riggsabney.com

Scheduled Assets: $5,975,950

Scheduled Liabilities: $7,503,092

A list of the Company?s 12 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/oknb13-12248.pdf

The petition was signed by Mark Swadener, managing member.


TEE INVESTMENT: WBCMT 2006-C27 Defends Case Conversion Bid
----------------------------------------------------------
WBCMT 2006-C27 Plumas Street, LLC filed with the Bankruptcy Court
a reply in support of its motion to convert the Chapter 11 case of
Tee Investment Company to one under Chapter 7 of the Bankruptcy
Code, asserting that conversion of the case is appropriate
because, among other things:

   1. the Debtor does not have an accepting impaired class;

   2. the Plan does not meet the absolute priority requirements
      of Section 1129 (b)(2)(B)(ii); and

   3. the Debtor has been found to have acted in bad faith and
      the Plan cannot be confirmed under Section 1129(a)(3).

As reported in the Troubled Company Reporter on Sept. 18, 2013,
Terrence S. Daly, as receiver for the Debtor, by and though Louis
M. Bubala III, Esq., at Armstrong Teasdale LLP, responded to WBCMT
2006-C27 Plumas Street LLC's motion to convert the case to one
under Chapter 7 of the Bankruptcy Code and renewal of motion to
lift stay.

According to the receiver, it is compelled to address the matters
relating to the Debtor's failure to file its monthly operating
reports; and failure to pay the quarterly U.S. Trustee fees.

The receiver explained that it is the Debtor's duty to file
monthly operating reports with the Court.  To the extent that the
Debtor needs or relies on information provided by receiver in its
monthly receiver's report, receiver has distributed his reports
every month, including distribution to the Debtor's counsel.

In relation to the unpaid fees, the receiver has advised the
Debtor's counsel to submit the invoices so that he can pay any
fees.

           U.S. Trustee Supports Conversion or Dismissal

In response to WBCMT 2006-C27's motion, Acting U.S. Trustee August
B. Landis said that:

   1. the Debtor has failed to timely file monthly operating
      reports for the months of February 2013 through July 2013,
      which are now past due; and

   2. the Debtor has failed to timely submit US Trustee quarterly
      fee payments.  Through the second quarter of 2013, the
      Debtor owes estimated quarterly fees of $5,850.

Pursuant to Section 1112(b)(4)(K) of the Bankruptcy Code, the
Debtor's failure to timely pay quarterly fees is sufficient cause
to convert or dismiss the case.

In a separate filing, the Sept. 27 hearing on the matter has been
rescheduled until Nov. 13, at 10 a.m.

As reported in the Troubled Company Reporter on Aug. 22, 2013,
Phillip K. Wang, Esq. -- pwang@duanemorris.com -- at Duane Morris
LLP, on behalf of WBCMT 2006-C27, requested that the Court:

   i) convert the Debtor's case; and

  ii) renew its previous motion for relief of stay to allow the
      creditor to exercise any and all of its available right and
      remedies in and to its collateral which consist of certain
      real property and improvements commonly known as Lakeridge
      Apartments West, 6155 Plumas Street, Reno, Nevada and
      related personal property.

According to Mr. Wang, WBCMT 2006-C27 is undersecured because the
Debtor owed, as of the Petition Date, $14,242,985 and the fair
market value of the property is approximately $10,800,000.

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.

The First Amendment to the Debtor's First Amended Plan of
Reorganization provides that the amount of the WBCMT Secured Claim
will be the lesser of the value of the Property determined as of
the Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC


TELESIS CENTER: S&P Assigns 'BB' Rating to $5.3MM Revenue Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
rating to the Industrial Development Authority of the Town of
Florence, Ariz.'s $5.3 million series 2013 education revenue bonds
issued on behalf of Telesis Center for Learning Inc. (Telesis).
The outlook is stable.

"The rating reflects our opinion of Telesis' good enterprise
profile, demonstrated by healthy demand characteristics and a
lengthy institutional tenure, offset by weakened cash flow and
lower unrestricted cash and investments in fiscal 2013 and by
insufficient coverage of pro forma maximum annual debt service,"
said Standard & Poor's credit analyst Kenneth Gacka.

Management expects to use the proceeds of the series 2013 bonds to
fund the refinancing of existing notes payable, and the expansion
of its existing facilities including constructing four additional
classrooms and a new gymnasium, and expanding the cafeteria.  Bond
funds will also pay for costs of issuance and fund a debt service
reserve.


THERAPEUTICSMD INC: Gets IND to Conduct Trials of Four Products
---------------------------------------------------------------
TherapeuticsMD, Inc., has obtained U.S. Food and Drug
Administration acceptance of the Company's Investigational New
Drug applications to conduct clinical trials for four of the
Company's proposed products: TX 12-001HR, TX 12-002HR, TX 12-
003HR, and TX 12-004HR.  The Company is currently conducting a
Phase 3 clinical trial for TX 12-001HR; the Company currently
intends to begin Phase 3 clinical trials for TX 12-002HR at the
end of 2013; and the Company currently intends to begin Phase 3
clinical trials for TX 12-004HR in the second quarter of 2014.
The Company has no current plans for clinical trials for TX 12-
003HR.

On Sept. 5, 2013, the Company announced the enrollment and dosing
of the first patient in the REPLENISH Trial, a Phase 3 clinical
trial designed to measure the safety and effectiveness of TX 12-
001HR in treating the symptoms of menopause and protecting the
endometrium.  The Company is also currently conducting formulation
development of the Company's proposed combination estradiol and
progesterone product in a topical cream form.  The Company
currently estimates the cost of this development to be
approximately $10 million.  On May 10, 2013, the Company submitted
an IND application to conduct clinical trials for TX 12-004HR,
which was accepted by the FDA on June 9, 2013.  On Aug. 12, 2013,
the Company announced that it initiated a Phase 1 clinical trial
for TX 12-004HR in vulvar and vaginal atrophy, or VVA, designed to
measure the effect of TX 12-004HR on certain clinical endpoints,
including a study candidate's pH levels, vaginal cytology, and
most bothersome symptom of VVA, out of the symptoms identified in
FDA guidance.

TX 12-001HR is a combination estradiol and progesterone drug
candidate under development for the treatment of moderate to
severe vasomotor symptoms due to menopause, including hot flashes,
night sweats, sleep disturbances, and vaginal dryness, for post-
menopausal women with an intact uterus.  The product will be
chemically identical to the hormones that naturally occur in a
woman's body, namely estradiol and progesterone, and would be
studied as a continuous-combined regimen (where the combination of
estrogen and progesterone are taken together in one product
daily).  If approved by the FDA, the Company believes this would
represent the first time a combination product of these
bioidentical hormones would be approved for use in a single
combined product.  The Company currently estimates the cost of the
Company's research and development activities through the
completion of the Company's Phase 3 trials for TX 12-001HR to be
approximately $25 million.  According to Source Healthcare
Analytics, for the 12 months ended June 30, 2013, the total FDA-
approved market for menopause-related combination
estrogen/progestin was approximately $650 million in U.S. sales,
and according to IMS Health, Inc., for the 12 months ended Dec.
31, 2012, the total market for menopause-related combination
estrogen/progestin was approximately $490 million (as converted
from the Euro at an exchange rate of EUR1.0=US$1.2875) in
international sales.

TX 12-002HR is a natural progesterone formulation without the
potentially allergenic component of peanut oil.  The product would
be chemically identical to the hormones that naturally occur in a
woman's body.  The Company believes it would be similarly
effective to traditional treatments, but at lower dosages.  The
Company currently estimates the cost of the Company's research and
development activities through the completion of the Company's
Phase 3 trials for TX 12 002HR to be approximately $6 million.
According to Source Healthcare Analytics, for the 12 months ended
June 30, 2013, the total FDA-approved market for oral progestin
was approximately $340 million in U.S. sales, and according to IMS
Health, Inc., for the 12 months ended Dec. 31, 2012, the total
market for oral progestin was approximately $780 million (as
converted from the Euro at an exchange rate of EUR1.0=US$1.2875)
in international sales.

TX 12-004HR is a proposed suppository estradiol product for the
treatment of VVA in post-menopausal women with vaginal linings
that do not receive enough estrogen.  The Company believes its
proposed product will be as effective as the traditional
treatments for VVA and the Company believes it will have an added
advantage of simple, easier to use dosage form versus traditional
VVA treatments.  The Company currently estimates the cost of the
Company's research and development activities through the
completion of the anticipated Phase 3 clinical trial for TX 12-
004HR to be approximately $16 million.  According to Source
Healthcare Analytics, for the 12 months ended June 30, 2013, the
total FDA-approved market for VVA treatment was approximately $1
billion in U.S. sales.

The Company intends to leverage and grow the Company's current
marketing and sales organization to commercialize the Company's
proposed products in the United States assuming the successful
completion of the FDA regulatory process.  The Company is also
evaluating various other indications for the Company's hormone
technology, including oral contraception, treatment of preterm
birth, and premature ovarian failure.  According to Source
Healthcare Analytics, for the 12 months ended June 30, 2013, the
total FDA-approved menopause-related estrogen market was
approximately $2.5 billion in U.S. sales.

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

As of June 30, 2013, the Company had $43.06 million in total
assets, $4.59 million in total liabilities and $38.46 million in
total stockholders' equity.


TMS INTERNATIONAL: S&P Assigns 'B+' Corp. Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
corporate credit rating to Glassport, Pa.-based TMS International
Corp.  The outlook is stable.  S&P assigned a 'B+' issue-level
rating to the proposed $400 million senior secured term loan, with
a '3' recovery rating.  S&P also assigned a 'B-' issue-level
rating to the proposed $300 million senior unsecured notes, with a
'6' recovery rating.

"The stable outlook reflects our belief that the company will
reduce leverage in the near term to levels consistent with an
aggressive financial risk profile, while maintaining adequate
liquidity.  Though we expect steel production will remain
relatively flat through the remainder of 2013, we expect TMS will
begin to see some improvement next year as end markets firm up and
new contract contributions become effective," said Standard &
Poor's credit analyst Chiza Vitta.

S&P would consider an upgrade if TMS strengthened its financial
profile such that it achieved credit measures consistent with a
"significant" financial risk profile, particularly if the new
owners affirm S&P's expectations of a conservative financial
policy.  Specifically, this would include leverage of 3x or less,
while maintaining or improving liquidity levels.  S&P expects TMS
management will pursue a policy of gradual deleveraging over time,
but the financial risk profile will also depend on a strengthening
and stable steel industry.

S&P could lower the rating if leverage at TMS climbed and were
sustained at more than 5x, or if the ratio of FFO to debt remained
less than 12%.  This could occur if steel industry demand did not
recover, particularly if TMS were not able to offset this with new
customer contracts.


TMT GROUP: To Take Chapter 11 Case Away From U.S.
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TMT Group, a Taiwanese owner of 16 ocean going
vessels, is the guinea pig in a judicial experiment that will
either simplify or further complicate an already complex
multinational bankruptcy reorganization.

According to the report, the experiment is being conducted by U.S.
District Judge Lynn N. Hughes, a judge with 28 years on the
Houston federal bench.  He took TMT's Chapter 11 case entirely
away from U.S. Bankruptcy Judge Marvin Isgur, although none of the
parties asked him to.  TMT has few, if any, pre-existing
connections with the U.S., according to lenders with mortgages on
the vessels.  They asked Judge Isgur to throw out the bankruptcy
and appealed to Judge Hughes when Judge Isgur retained the case
and ruled that the proceedings were commenced in good faith.

The report notes that Judge Hughes last week refused to allow the
appeals, saying they were filed too soon.  But rather than handing
TMT an outright victory, Judge Hughes, under a mechanism known as
withdrawal of the reference, positioned the case so that it may
still be tossed out of the U.S. court next month.  Employing the
reference withdrawal procedure, Judge Hughes took the entire
bankruptcy away from Judge Isgur.

The report relates that Judge Hughes said in court last week that
he would conduct a rehearing on Oct. 8 to reconsider major rulings
Judge Isgur made about a good-faith bankruptcy filing and the
right to use cash representing the lenders' collateral.  Because
no party filed papers seeking reconsideration of the bankruptcy
judge's rulings, Evan Flaschen, Esq., at Bracewell & Giuliani LLP,
the chief bankruptcy lawyer for TMT, asked Judge Hughes on what
basis he was reconsidering the orders.

"Because I want to," the judge responded, according to the
transcript of the Sept. 16 hearing.  Judge Hughes explained that
he intends on Oct. 8 to "re-decide" issues on which Judge Isgur
already ruled.  Judge Hughes said he will reconsider what Judge
Isgur did on his "own motion."

The report relates that reconsidering Judge Isgur's rulings in
substance might allow Judge Hughes to dismiss the TMT bankruptcy
entirely.  By reconsidering rather than deciding an appeal, Hughes
can make his own factual findings.  If Judge Hughes were only
hearing an appeal, he might be bound by Judge Isgur's findings,
which tended toward keeping the Asian shipping line in U.S.
Bankruptcy Court.  The transcript of last week's hearing doesn't
indicate how Judge Hughes will rule next month.  If he upsets
Judge Isgur's rulings, TMT could appeal, raising several
procedural arguments.

"Tell your people if they thought Isgur was scary, I'm in a
different league," Judge Hughes said to one of the lawyers near
the end of the hearing.

The report discloses that after Judge Hughes reconsiders the
decisions Judge Isgur made, he said, he will send the case back to
the bankruptcy judge.

Banks opposing TMT's bankruptcy include First Commercial Bank Co.,
Mega International Commercial Bank Co., Cathay United Bank and
Shanghai Commercial Savings Bank Ltd.  The banks say that the
ships' owners have "overwhelmingly if not entirely foreign
creditors" and that the owner is a "foreign national."

Previously known as Taiwan Marine Transport Co., one of the
debtor's companies claimed to be based in Houston.  The vessels
carry varied cargo, such as bulk, vehicles, ore and petroleum.
The average age for most is about 2.5 years, according to a court
filing.

The case in district court is In re TMT Procurement Corp., 13-cv-
02301, U.S. District Court, Southern District of Texas(Houston).

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TOPPS CO: S&P Retains 'B' CCR Following Financing Change
--------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
York City-based Tornante-MDP Joe Holding LLC remain unchanged,
including its 'B' corporate credit and its subsidiary The Topps
Co. Inc.'s senior secured issue-level ratings following the
company's changes to its proposed term loan and revolving credit
facility.  The senior secured credit facility will now be composed
of a $135 million first-lien term loan due 2018 and a $30 million
revolving credit facility.  The recovery rating on this debt
remains '3', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of a payment default.  The ratings are based
on preliminary terms and subject to review upon receipt and review
of final documents.

Tornante-MDP Joe, through Topps, creates and markets non-chocolate
confectionary products, sports trading cards, entertainment games,
collectibles, and digital/media products.  Key credit factors in
S&P's "vulnerable" business risk assessment include the company's
narrow focus within each of two different consumer business
segments as well as its participation within the competitive North
American non-chocolate confectionary industry.  S&P also considers
the company's trading cards and collectibles business as
susceptible to demand volatility, as well as the fact that it
competes with other consumer-oriented leisure interests and
activities, and it has product concentration risk.  S&P believes
the somewhat high barriers to entry arising from existing
multiyear licensing contracts within its cards segment and
customer and geographic diversity only partially offset these
risks.

S&P views Tornante-MDP Joe's financial risk profile as "highly
leveraged."  It is S&P's opinion that the company's financial
policy is aggressive, reflecting its controlling ownership by a
financial sponsor and its relatively high level of
debt.  (Tornante-MDP Joe is a private company and does not publish
financial statements publicly.)

RATINGS LIST

Ratings unchanged

Tornante - MDP Joe Holding LLC
Corporate Credit Rating          B/Stable/--

The Topps Co. Inc.
Senior Secured                   B
   Recovery Rating                3


TRIBUNE CO: Former Shareholders Notch Legal Victory
---------------------------------------------------
Tom Hals, writing for Reuters, reported that investors who sold
Tribune Co stock in a 2007 buyout led by developer Sam Zell won a
legal battle on Sept. 23 that protects them from being sued twice
over that deal, which has been blamed for the media conglomerate's
bankruptcy.

According to the report, a New York federal judge ruled that
individual Tribune creditors cannot pursue a novel lawsuit to
recover money investors received by selling into the Zell deal
because another case was pursuing the same claims.

Creditors blame Zell's $8.2 billion leveraged buyout for loading
the Tribune with so much debt that it made the publisher's 2008
bankruptcy inevitable, the report related.  The creditors want
some of the money that was raised by issuing that debt, which went
to buy Tribune stock.

While the Tribune emerged from bankruptcy last year, the legal
troubles for former Tribune stockholders are far from over, the
report added.  Judge Richard Sullivan dismissed the cases by
individual creditors because of the similarity to a lawsuit by a
trustee who is also working on behalf of creditors from the
Tribune bankruptcy.

The lawsuits that Sullivan dismissed were led by Aurelius Capital
Management, a notoriously litigious investment fund that is also
involved in the fight over Argentina's debt default, the report
said.

The case is In Re Tribune Company Fraudulent Conveyance
Litigation, U.S. District Court for the Southern District of New
York, No. 11-MD-2296

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRINITY COAL: Exclusive Right to File Plan Extended Until Nov. 14
-----------------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky extended Trinity Coal Corporation, et
al.'s exclusive periods to file a Chapter 11 Plan from Sept. 30,
2013, until Nov. 14; and solicit acceptances for that Plan from
Nov. 29, until Jan. 13, 2014.

As reported in the Troubled Company Reporter on Sept. 20, 2013,
Geoffrey S. Goodman, Esq., at Foley & Lardner LLP, on behalf of
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Trinity Coal, et al., said in Court papers it has worked
with the Debtors and Essar Global Fund Limited on the terms of a
consensual plan of reorganization in the cases.  The parties have
made substantial progress and are very close to a final deal.

A few issues remain unresolved, however.  While the Committee is
optimistic that the issues can be addressed prior to the hearing
on the Disclosure Statement explaining the Debtors' recently filed
reorganization plan, the Committee submitted a limited objection
to the Plan outline to protect its rights under the circumstances.
The Committee says the Disclosure Statement pursuant to the
Debtors' joint plan does not contain "adequate information" on
certain aspects of the Plan.

According to the First Amended Disclosure Statement, the First
Amended Joint Plan dated Sept. 7, 2013, provides for the
confirmation order to authorize, among other things, the
restructuring transactions.  All amounts and securities necessary
for EGFL or the Debtors (on the Effective Date) or the Reorganized
Debtors or the Liquidating Trustee to make payments from the Essar
Equity Commitment Amount, the Essar DIP Commitment Amount, the
Essar Unsecured Commitment Amount, the Essar Guaranty Commitment
Amount, the Trust Assets, the Professional Fee Reserve Amount,
Cash of the Debtors and the Exit Facility.

Under the Plan, on the Effective Date, the Liquidating Trust will
be formed to oversee the wind down, dissolution, and liquidation
of the Trust Assets and the remaining Estates in accordance with
the Plan after the Effective Date and will fund such wind down,
dissolution, and liquidation using the Trust Assets.

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

The Plan is sponsored by Essar Met Coal Inc.  Under the Plan,
Essar's unsecured claims will be allowed in the aggregate amount
of $133,446,780.  In exchange for full and final satisfaction,
settlement, release, and compromise of each and every Essar
Unsecured Claim, together with the other payments and
consideration to be provided by the holders of the Allowed Essar
Unsecured Claims or their non-Debtor Affiliate designees, each
Holder of Essar Unsecured Claims will receive its Pro Rata share
of 100% of the New Common Stock of Reorganized TPC and 100% of the
New Common Stock of the Reorganized Deep Water Entities on the
Effective Date.

General Unsecured Claims, excluding the Essar Unsecured Claims,
are impaired.  Each Holder of an Allowed General Unsecured Claim
will receive a Pro Rata interest in the Trust Assets; provided
that each Holder of an Allowed Senior Secured Credit Facility
Deficiency Claim agrees to waive the entire amount of the Senior
Secured Credit Facility Deficiency Claim on the Effective Date.

The Debtors stated that if the Plan is not confirmed with respect
to any of the Debtors, the Debtors may revert back to the auction
for the sale of any or all of the Debtors' assets and/or risk
foreclosure on collateral of various secured parties, including
the DIP Lenders.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRINITY COAL: Has Until Dec. 27 to Decide on Leases
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
approved the consensual extension of time to assume or reject
certain unexpired leases of nonresidential real property in the
Chapter 11 cases of Trinity Coal Corporation, et al.  The time by
which the Debtors may assume or reject the extended deadline
leases is extended from Sept. 30, 2013, until Dec. 27.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TX OK AIR: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: TX OK Air, L.L.C
        7415 Las Colinas Blvd. #100
        Irving, TX 75063
        DALLAS-TX

Case No.: 13-34893

Chapter 11 Petition Date: September 25, 2013

Court: U.S. Bankruptcy Court Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Frances Anne Smith
                  Shackelford Melton & McKinley
                  3333 Lee Parkway
                  Tenth Floor
                  Dallas, TX 75219
                  Tel: 214-780-1400
                  Fax: 214-780-1401
                  Email: fsmith@shacklaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb13-34893.pdf


UNIFIED 2020: Court Denies Employment of Jules Slim as Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court entered an order denying an amended
application of Unified 2020 Realty Partners, LP, to employ Jules
Slim, Esq., as co-counsel to assist Arthur Ungerman, Esq.,
concerning litigation matters now pending before the U.S.
Bankruptcy Court for the Northern District of Texas and those that
may arise in connection with the plan and disclosure statement
pending before the Court and any future litigation that may arise.

As reported in the Troubled Company Reporter on Aug. 30, 2013, the
Debtor filed an amended application to employ Mr. Slim.  Mr. Slim
agreed to represent the Debtor on an hourly basis at $275 per
hour.  According to papers filed with the Court, the co-counsel
will be paid by Pacific Bridge Corporation for his services.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


UNIFIED 2020: Rochelle McCullough Okayed as Trustee's Lead Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Daniel J. Sherman, the acting Chapter 11 trustee in the
case of Unified 2020 Realty Partners, LP, to employ Rochelle
McCullough, LLP, as general bankruptcy counsel of the trustee.

As reported in the Troubled Company Reporter on Aug. 29, 2013,
the firm's general counsel duties will include representation of
the Trustee for the following purposes:

     a) Advise the Trustee with respect to his powers and
       duties in the case;

     b) Assist in his ongoing investigation of the acts,
        conduct, assets, liabilities, and financial condition
        of the Debtor, the operation of the Debtor's business,
        and other matters relevant to the case; and

     c) To perform other legal services as may be required and
        are in the interest of the estate.

Kevin D. McCullough, Esq., attests that his Firm represents no
known entity having an adverse interest to the estate or unsecured
creditors in this case and is otherwise disinterested.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


UNIVERSITY GENERAL: To Present at Annual Singular Research Forum
----------------------------------------------------------------
University General Health System, Inc., will be presenting at the
Eighth Annual Singular Research "Best of the Uncovereds"
Conference on Oct. 3, 2013.  The conference will be held at the
Luxe Hotel, which is located at 11461 Sunset Boulevard in Los
Angeles, California.

The presentation by Donald Sapaugh, president of University
General Health System, Inc., and Mike Griffin, CFO, is scheduled
for 10:00 a.m. Pacific Daylight Time.

Investors interested in conducting one-on-one meetings with
University General Health System should contact Bill Jones with
Singular Research at (267) 987-2082 or via email at
wjones@singularresearch.com to schedule a meeting with management.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet, as restated, at Sept. 30, 2012,
showed $140.42 million in total assets, $128.38 million in total
liabilities, $3.22 million in series C, convertible preferred
stock, and $8.81 million in total equity.


WEST 380: Hearing on Conversion Motion Continued to Oct. 10
-----------------------------------------------------------
The hearing on the motion of the United States Trustee to convert
the Chapter 11 case of West 380 Family Care Facility to a case
under Chapter 7 of the Bankruptcy Code has been continued to
Oct. 10, 2013, at 1:30 p.m.

As reported in the TCR on Aug. 21, 2013, William T. Neary, the
U.S. Trustee for Region 6, asks the U.S. Bankruptcy Court for the
Northern District of Texas to convert the Chapter 11 case of West
380 Family Care Facility to one under Chapter 7 of the Bankruptcy
Code.

The U.S. Trustee explains that, among other things:

   1. the Debtor has not proposed a plan of reorganization or
      liquidation, constituting delay;

   2. the sale of the hospital and its operations closed in
      March 2013 and, upon information and belief, there were no
      net proceeds left after the sale closed; and

   3. rather than file a liquidating plan, the Debtor intends to
      file a motion to sell the remaining accounts receivable or a
      motion for approval of an arrangement with a third party to
      collect accounts receivable and pay the amounts collected
      directly to the Internal Revenue Service.

                         About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over


WILSON DRIVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Wilson Drive, LLC
        7716 Old Canton Road, Suite A
        Madison, MS 39110

Bankruptcy Case No.: 13-02866

Chapter 11 Petition Date: September 20, 2013

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Edward Ellington

Debtor's Counsel: Jeffrey K. Tyree, Esq.
                  TYREE & VARDAMAN, PLLC
                  P.O. Box 813
                  Brandon, MS 39043
                  Tel: (601) 613-9565
                  E-mail: jktyree26@gmail.com

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

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

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

The petition was signed by Rebecca S. Heigle, sole member of Sides
Property, LLC, member.


* Brookfield, AIG Agree to End Suit Tied to 2008 Collapse
---------------------------------------------------------
Patricia Hurtado, writing for Bloomberg News, reported that
American International Group Inc. and Brookfield Asset Management
Inc. agreed to end a 2009 lawsuit in which Brookfield sought a
judge's ruling that the insurer's collapse triggered default
provisions in interest-rate swaps.

According to the report, Brookfield sued in federal court in
Manhattan, alleging New York-based AIG and its Financial Products
unit "refused to concede the occurrence" of a default even though
AIG got a $182.3 billion bailout package from the U.S. government.

Brookfield, based in Toronto, and its Brysons International Ltd.
unit, which joined in the suit as a plaintiff, sought a
declaration from a federal judge that the insurer's collapse
triggered default provisions in two 1990 interest-rate swaps, the
report related.  AIG had said that Brookfield, based in Toronto,
had attempted to evade a $1.5 billion debt.

Brookfield, Brysons and AIG notified U.S. District Judge Ronnie
Abrams in filings on Sept. 24 that the companies agreed to end the
suit and that each party would "bear its own costs, fees and
expenses," the report said.

Andrew Willis, a Brookfield spokesman, didn't immediately respond
to a phone call seeking comment on the court filing, the report
added.  Jon Diat, a spokesman for AIG, declined to comment.

In August, AIG agreed to accept $905 million from Brookfield to
resolve the litigation, the report further related.

The case is Brookfield v. AIG, 09-cv-8285, U.S. District Court,
Southern District of New York (Manhattan).


* Credit Union Agency Targets Big Banks In $2.4B MBS Suit
---------------------------------------------------------
Law360 reported that the National Credit Union Administration sued
nine major investment banks on Sept. 23 in New York federal court,
alleging they deceived investors about the underlying value of
$2.4 billion in residential mortgage-backed securities, resulting
in the downfall of several credit unions.

According to the report, the federal agency brought nine separate
suits as liquidator for the Southwest Corporate Federal Credit
Union and Members United Corporate Federal Credit Union, which
collapsed during the subprime mortgage crisis. NCUA accused the
banks of presenting risky pools of default-prone mortgage loans as
AAA-grade securities, the report related.


* JPMorgan Said to Face U.S. Mortgage Securities Charges
--------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that charges
related to JPMorgan Chase & Co.'s sales of mortgage-backed
securities could be filed as early as Sept. 24 by U.S. prosecutors
in California who have been investigating the bank, a person
familiar with the matter said.

According to the report, the bank said last month in a regulatory
filing that the U.S. Attorney's office in Sacramento had parallel
civil and criminal investigations under way. Investigators already
have concluded that it broke civil laws and were examining whether
criminal laws were broken, according to the filing.

"In May 2013, the firm received a notice from Civil Division
stating that it has preliminarily concluded that the firm violated
certain federal securities laws in connection with its subprime
and Alt-A residential MBS offerings during 2005 to 2007," the bank
said in the filing, the report related.

JPMorgan has admitted to violating federal securities laws and
agreed to pay about $920 million in connection with more than $6.2
billion in trading losses at its London offices, the report said.
The U.S. Securities and Exchange Commission said senior managers
at the bank knew in April 2012 that the bank's chief investment
office in London was using aggressive valuations that hid losses.

The U.S. Justice Department is still investigating the trading
loss, the report added.  Alt-A refers to home loans that typically
didn't require documentation such as proof of income.


* JPMorgan Reported in Talks to Settle U.S. Mortgage Probe
----------------------------------------------------------
Aruna Viswanatha, Emily Flitter and David Henry, writing for
Reuters, reported that JPMorgan Chase & Co, facing several
investigations into its mortgage practices, is seeking a global
settlement with U.S. government authorities in multiple
jurisdictions, a person familiar with the matter said on Sept. 24.

According to the report, negotiations have resumed with the U.S.
Department of Justice after federal prosecutors in California
delayed a plan to file a lawsuit there on Tuesday.

The global settlement would cover probes of JPMorgan's mortgage
business, as well as investigations of similar operations it
inherited from other banks during the financial crisis, the report
said.  The investigations include civil and criminal authorities
from the DOJ.

The California case involved the sale of bonds backed by subprime
mortgages and other risky home loans between 2005 and 2007, the
report added.

The California negotiations initially broke down over the amount
the bank would pay as a penalty, sources said.


* SAC Initiates Settlement Talks with the Government
----------------------------------------------------
Sheelah Kolhatkar, writing for Bloomberg Businessweek, reported
that lawyers for hedge fund SAC Capital Advisors has reached out
to prosecutors in New York to say that SAC founder Steven Cohen is
interested in settling the civil and criminal cases against him
and his company, according to people familiar with the matter.

According to the report, the settlement of the criminal case
against the firm would likely involve a substantial fine, these
people said; the current number being discussed is in the
neighborhood of $1 billion. One of the factors being considered in
determining financial penalties is the desire to inflict monetary
pain on Cohen personally without damaging other parties, such as
his investors, one of the people said.

After a multiyear investigation conducted by the U.S. Attorney's
Office, the FBI, and the Securities and Exchange Commission, a
grand jury indicted SAC Capital on July 25, accusing the firm of
fostering a culture where employees engaged in rampant securities
fraud, the report related.  The indictment said traders at SAC
engaged in insider trading that was "substantial, pervasive, and
on a scale without known precedent in the hedge fund industry."
Manhattan U.S. Attorney Preet Bharara described SAC as "a magnet
for market cheaters." Cohen has denied the charges and maintains
that he and his firm behaved appropriately. Through a spokesperson
he declined to comment.

The SEC had filed a civil administrative proceeding against Cohen,
accusing Cohen of failing to supervise two senior SAC employees
who engaged in insider trading, the report said.  One of the
potential remedies in that case, which has been put on hold
pending the criminal proceedings, is a bar from the securities
industry. The SEC has previously reached a settlement with SAC for
more than $600 million over some of the trades.

Two of the traders at the heart of the cases are scheduled to go
on trial for insider trading in November, the report further
related. Current SAC portfolio manager Michael Steinberg's trial
is slated to begin on Nov. 18, while former portfolio manager
Mathew Martoma's trial is scheduled for Nov. 4. Martoma's defense
lawyer, Richard Strassberg of Goodwin Procter, is requesting that
Martoma's trial be postponed to accommodate another trial he has
under way. That request is expected to be granted, according to
the people familiar with the matter.


* Trial Delayed for Former SAC Executive
----------------------------------------
Peter Lattman, writing for The New York Times' DealBook, reported
that the insider trading trial of Mathew Martoma, the former SAC
Capital Advisors portfolio manager, has been delayed by two
months, a federal judge said on Sept. 24.

According to the report, Judge Paul G. Gardephe of Federal
District Court in Manhattan postponed the start date of Mr.
Martoma's trial to Jan. 6 from Nov. 4.

Mr. Martoma's lawyer, Richard Strassberg, requested the extension
because of a conflict with another trial, the report further
related.  He is representing Bank of America in a trial that began
on Sept. 24 and is expect to last as long as six weeks.

Federal prosecutors have charged Mr. Martoma with receiving
confidential data from two doctors about drugs being developed by
the pharmaceutical companies Elan and Wyeth and trading on it, the
report said. Prosecutors contends that the tips Mr. Martoma
received about clinical tests allowed SAC to earn profits and
avoid losses totaling $276 million.

Meanwhile, the trial of another former SAC portfolio manager,
Michael S. Steinberg, is scheduled for Nov. 18 and is not expected
to be delayed, the report further related.  Eleven former SAC
employees have either been charged with or implicated in illegal
trading while at the fund; of those, five have admitted guilt.


* U.S. Said to Probe 16 Financial Institutions over RMBS
--------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reported that 16
financial institutions are being investigated by government
officials as part of their scrutiny of bank actions in the years
before the financial crisis, according to a court filing by Wall
Street's largest mortgage due-diligence firm.

According to the report, Clayton Holdings LLC, objecting on Sept.
25 to a July 1 subpoena seeking documents related to the firm's
work on residential mortgage-backed securities, said the U.S.
Justice Department was engaged in a "fishing expedition" aimed at
collecting massive amounts of data on almost 200 clients. Clayton
didn't identify the 16 institutions being probed by the RMBS
working group, a group of federal and state officials that
includes the Justice Department.

"Rather than seek documents for those clients who are actually the
subjects of its investigation, the government is seeking to seize
every document and communication for all 193 clients and for
almost 5,000 e-mail custodians, in violation of Clayton's rights
under the Fourth Amendment," Marc Rothenberg, a lawyer for Clayton
at Blank Rome LLP, said in the Sept. 25 filing in federal court in
Connecticut, the report related.

The Justice Department's financial fraud task force has increased
its activity in RMBS cases, suing Bank of America Corp. last month
as New York-based JPMorgan Chase & Co. disclosed criminal and
civil investigations, the report further related.  Bank of
America, based in Charlotte, North Carolina, has denied wrongdoing
and said it will fight the suit.

The case is U.S. v. Clayton Holdings LLC, 13-mc-00116, U.S.
District Court, District of Connecticut (New Haven).


* Fee Awards Must Contain Mathematical Computation, Court Says
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in an uncomplicated Chapter 13 case, the bankruptcy
judge committed error by cutting the lawyer's fees and explaining
the reduction only saying the case was uncomplicated.

According to the report, the bankruptcy judge instead should have
used the lodestar method by multiplying the proper hourly rate by
the number of necessarily spent hours, U.S. District Judge
Bernadette M. Thebolt in Detroit ruled on Sept. 11.  Judge Thebolt
said a fee award must include "a discussion of the reasonable
hours and the fee rate" under Boddy, the governing case law from
the Cincinnati-based U.S. Court of Appeals.

The report notes that the opinion effectively increased the
paperwork on fee awards that bankruptcy judges make thousands of
times a year.  On the other hand, the lawyer would have no ability
to appeal successfully if the bankruptcy judge doesn't provide an
arithmetic calculation explaining the fee award.

The case is B.O.C. Law Group PC v. Carroll (In re McKnight),
13-cv-10580, U.S. District Court, Eastern District of Michigan
(Detroit).


* Moody's Comments on Rising Number of Corporate Downgrades
-----------------------------------------------------------
A preponderance of rating downgrades over upgrades among US
speculative-grade companies in recent months could lead to an
influx of companies on to its B3 Negative and Lower Corporate
Ratings List if credit conditions deteriorate, Moody's Investors
Service says in a new report, "Creeping Closer." In addition, the
ratio of downgrades to upgrades of Moody's speculative-grade
liquidity ratings is higher this year.

"Downgrades of speculative-grade corporate ratings have exceeded
upgrades for six consecutive months and did so in 11 of the 12
months through July," says Senior Vice President David Keisman.
"And the number of ratings on review for downgrade has exceeded
reviews for upgrade every month since April 2012."

While the number of companies on Moody's B3 Negative and Lower
Corporate Ratings List fell to its lowest level in six months in
September, completing the reversal of a move higher that peaked
shortly after the Federal Reserve first indicated it could begin
to unwind its bond-buying program, interest rates have since
increased sharply in anticipation of tapering. The 10-year
Treasury yield has nearly doubled since early May, leading to
significant outflows from bond funds.

If investor sentiment were to continue in this vein, reduced
market liquidity would drive rates up further and make it more
challenging for the lowest-rated companies to access capital at
attractive pricing, Keisman says. "Refinancing could become more
difficult and expensive and capital projects would face higher
hurdles for return on investment, while companies with floating-
rate leveraged loans would face more immediate pressures."

Thus far rating downgrades have not brought many companies on to
the B3 Negative and Lower List, but more companies are moving
closer to this lower-rated territory.

Despite the possible influx, the B3 Negative and Lower population
has been relatively stable, while Moody's other indicators point
to a stable credit backdrop. Industry outlooks are predominantly
stable and Moody's Liquidity-Stress Index indicates that few
companies currently have very weak liquidity. In addition,
defaults among US speculative-grade companies have been low since
2009, and the default rate is expected to fall in the coming year.


* BOOK REVIEW: The Phoenix Effect: Nine Revitalizing Strategies
               No Business Can Do Without
---------------------------------------------------------------
Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt

Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them!
With a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.

Carter Pate and Harlan Platt highly value strong leadership able
to sharpen a company's focus and show the way to the future.
They believe that all too often, appropriate actions required to
improve organizations are overlooked because upper management
either isn't aware of the seriousness of the issues they face or
they don't know where to turn for accurate information to best
address their concerns. In the Phoenix Effect, the authors
present their ideas to "confront, comprehend, and conquer a
company's ills, big and small."

These ideas are grouped into nine steps: (i) Find out whether
the company needs a tune-up, a turnaround, or crisis management.
Locate the source of "the pain." (ii) Analyze the true scope of
the company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new
ones. (iii) Hold the company to its mission statement. If it
strives to be "the most environmentally friendly." Figure out
how. (iv) Manage scale. Should the company grow, stay the same
size, or shrink? (v) Determine debt obligations and work toward
debt relief. (vi) Get the most from the company's assets.
Eliminate superfluous assets and evaluate underused assets.
(vii) Get the most from the company's employees. Increase output
and lower workforce costs. (viii) Get the most from the
company's products. Turn out products that are developed and
marketed to fill actual, current customer needs. (ix) Produce
the product. Search for alternate ways to create the product:
owning or leasing facilities, outsourcing, etc.

The authors believe that "how you're doing is where you're
going." They assert that the "one fundamental source of life in
companies, as in people,.is the capacity for self-renewal, the
ability to excite your team for game after game. to go for broke
season after season." This ability can come from "(g)enetics,
charisma, sheer luck, stock options - all crucial, yes, but the
best renewal insurance is a leader who always knows exactly how
his or her company is doing."

There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather
than Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and clich,. Their message
is clear: your company's phoenix, too, can rise from its ashes.

* Carter Pate is a well known turnaround expert at
PricewaterhouseCoopers with more than 20 years experience
providing strategic consulting and implementation strategies.

* Harlan Platt is a professor of finance at Northeastern
University and author of the book Principles of Corporate
Renewal.


                            *********

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.

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