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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 30, 2013, Vol. 17, No. 271

                            Headlines

56 WALKER: Oct. 17 Hearing on Adequacy of Plan Outline
56 WALKER: Oct. 17 Hearing to Approve Bidding Procedures
AGFEED INDUSTRIES: Says Hog Farm Probe Would Be Waste of Money
AGFEED INDUSTRIES: Says Ch. 11 Examiner Could Derail China Deal
AIRTRONIC USA: Majority of Creditors Back Amended Ch. 11 Plan

ALION SCIENCE: Moody's Cuts Rating on $240MM Unsec. Notes to Ca
ALITALIA SPA: Plans to Seek More Funding to Avoid Bankruptcy
ALLSTATE: Fitch Assigns 'BB+' Preferred Stock Rating
ALPHA NATURAL: Bank Debt Trades at 5% Off
ARBCO CAPITAL: SDNY Court Narrows Suit Against Penson Financial

ARCADIA GROUP: Involuntary Chapter 11 Case Summary
ARCH COAL: Bank Debt Trades at 3% Off
ASR CONSTRUCTORS: Section 341(a) Meeting Set on October 30
BEAZER HOMES: Announces Pricing of $200MM Senior Notes Offering
BLACKBERRY INC: Posts Second Quarter Loss as Phones Go Unsold

BUILDERS GROUP: Secured Creditor Balks at Continued Cash Use
CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off
CALPINE CONSTRUCTION: Bank Debt Trades at 2% Off
CARDICA INC: Incurs $16.1-Mil. Net Loss in Fiscal 2013
CASA CASUARINA: $41.5MM Versace Mansion Sale Approved by Judge

CENGAGE LEARNING: Judge Enters Order Appointing Mediator
CHINA NATURAL: Auditors Escape Shareholder Class Action
CHRYSLER GROUP: JPMorgan at Co.'s Side After Being Burned in Ch.11
COLONIAL BANK: FDIC Renews Effort to Sue Auditors Over Failure
DBDR LIMITED: Appeal Over Bauer & French Hiring Dismisses

DBSI INC: Court Rules on Dismissal Bids in Plan Trustee's Suit
DBSI INC: Broker-Dealers Ditch Some Claims in $500MM Ponzi Suit
DECLARATION MGT: Fitch Rates Senior Class Securities at 'C'
DETROIT, MI: Spent Billions Extra on Pensions
DETROIT, MI: Report Uncovers Inconsistencies in Pension Funds

DETROIT, MI: Eyes Freezing Pensions, Probes Fin'l Dysfunction
DETROIT, MI: White House to Help Demolish Bldgs, Hire Firefighters
DETROIT, MI: Bankruptcy Judge Refuses to Slow Down Chapter 9
EASTMAN KODAK: James Continenza Named Chairman of the New Board
EL POLLO LOCO: Good Performance Prompts Moody's B3 CFR Upgrade

EXIDE TECHNOLOGIES: Seeks to Control Ch. 11 Case Through Mid-2014
FIRST SECURITY: $5 Million Rights Offering Oversubscribed
FIRSTMERIT CORP: CBRS Confirms 'BB' Preferred Stock Rating
FRIENDFINDER NETWORKS: Guccione Collection Sues Publisher
FURNITURE BRANDS: Objections to Bidding Procedures Filed

FURNITURE BRANDS: US Trustee Rips Breakup Fee in Ch. 11 Sale
GANNETT CO: Proposed $1-Bil. Senior Notes Get Moody's Ba1 Rating
GANNETT CO: S&P Rates $500MM Senior Notes Due 2023 'BB'
GATEHOUSE MEDIA: Files Prepackaged Chapter 11 Bankruptcy Petition
GATEHOUSE MEDIA: Newcastle Approves Plan to Spin Off Media Assets

GATEHOUSE MEDIA: Case Summary & 30 Largest Unsecured Creditors
GENERAL MOTORS: Government Sells More Shares
GFI COMMERCIAL: Class B Partners Loses District Court Appeal
GMJ GLOBAL: Court Allows IGT Inc. to Setoff
GRUPO ACP: Unveils Results of Consent Solicitation for Waivers

GUILDMASTER INC: First Amended Plan Confirmed
HEARUSA INC: Siemens Settles Class Action Over Stock Price
HELLER EHRMAN: Deal with Greenbert Traurig $5M OK'd
HERON LAKE: Eco-Energy to Buy All Ethanol Output of Minn. Plant
HOKU MATERIALS: HGP Retained to Oversee Online Sale of Idaho Plant

HOUSTON REGIONAL: Faces Involuntary Bankruptcy
IDERA PHARMACEUTICALS: Selling 13.7 Million Common Shares
ID PERFUMES: Revokes Share Exchange Agreement with Gigantic
IDERA PHARMACEUTICALS: Selling 13.7 Million Common Shares
INDEMNITY INSURANCE: A.M. Best Lowers FSR to B(fair)

INTEGRITY SALES: Case Summary & 20 Largest Unsecured Creditors
IRISH BANK RESOLUTION: Irish Proceeding Gets Provisional Relief
ISAACSON STEEL: Global Settlement Wins Court Approval
JAAM PROPERTIES: Case Summary & 2 Unsecured Creditors
JC PENNEY: Bank Debt Trades at 3% Off

JILL HOLDINGS: S&P Raises Corp. Credit Rating to 'B'
JTX CORPORATION: Ruling Against Danco Claim Affirmed
KIDSPEACE CORP: Court Okays Stipulation on Cash Collateral Use
L-3 COMMUNICATIONS: Fitch Affirms 'BB+' Debt Securities Rating
LAUNDRO MAX: Case Summary & 20 Largest Unsecured Creditors

LAWNSCAPERS GROUNDS: Case Summary & 12 Unsecured Creditors
LEARFIELD COMMUNICATIONS: Moody's Assigns B3 CFR; Outlook Stable
LONE PINE: Chapter 15 Petition Filed
LONE PINE: Wins Interim Stay In Ch. 15
LONE PINE: Moody's Lowers PDR to 'D' After Bankruptcy Filing

MCS AMS SUB-HOLDINGS: Moody's Assigns B2 CFR & Rates New Loan B2
MEG ENERGY: Moody's Rates New $750MM Senior Unsecured Notes 'B1'
MEG ENERGY: S&P Rates New $750-Mil. Senior Unsecured Debt 'BB'
MFM DELAWARE: Gets Final Approval on Thomas Kraatz DIP Loan
MOXIE LIBERTY: S&P Rates $627 Million Term Loan B+, Outlook Stable

NATURAL PORK: Authorized to Sell Brayton Residence to Newell 2
NEW CENTURY TRS: Galope's Motion to Strike Rejected
NEW CENTURY TRS: Court Won't Appoint Borrowers Committee
NEWLEAD HOLDINGS: Clarifies Sept. 18 Release on Plant Sale Talks
NGPL PIPECO: Bank Debt Trades at 11% Off

NORANDA OPERATING: DBRS Confirms BB Rating on Sr. Secured Notes
NYC OPERA: Files for Bankruptcy After Missing Fund-Raising Goal
OLD REPUBLIC: Fitch Hikes Senior Debt Rating From 'BB+'
PEP BOYS-MANNY: S&P Revises Outlook to Stable & Affirms 'B' CCR
PREMIERE HOLDINGS: Dist. Court Won't Lessen Ex-CEO's Jail Time

PRM FAMILY: BofA Wants Conditions Imposed in Lease Extension
PRM FAMILY: Plan Proposes to Recast Secured Debt
ROBINSON MEMORIAL: Revenue Decline Cues Moody's to Cut CFR to Ba2
SANIBEL SUNDIAL: Voluntary Chapter 11 Case Summary
SEAGATE TECHNOLOGY: S&P Raises Corp. Credit Rating From 'BB+'

SEAWORLD PARKS: Bank Debt Trades at 1% Off
SIMON WORLDWIDE: Overseas Toys to Subscribe 23.8MM Common Shares
SINCLAIR TELEVISION: New $300MM Sr. Notes Get Moody's B1 Rating
SINCLAIR TELEVISION: S&P Rates $300MM Senior Notes 'B'
SMITHFIELD FOODS: Moody's Cuts CFR to B1 After Sale to Shuanghui

THIRTEENTH FLOOR: Ky. App. Ct. Affirms Ruling on PBI Bank Dispute
TOPPS COMPANY: Moody's B2 CFR Unchanged Over Revised Debt Deal
TRINITY COAL: Plan Outline Hearing Continued Until Oct. 2
TUCSON COUNTRY SCHOOL: S&P Cuts Refunding Bonds Rating to 'BB+'
UNIVAR NV: Bank Debt Trades at 3% Off

URGENT CARE: Case Summary & 20 Largest Unsecured Creditors
VALENCE TECHNOLOGY: Oct. 30 Hearing to Confirm Amended Plan

* Moody's Looks at US Local Governments' Pension Liabilities
* Moody's Says Emerging PIK Bonds Pose Significant Credit Risks

* BOND PRICING -- For Week From Sept. 23 to 27, 2013

                            *********

56 WALKER: Oct. 17 Hearing on Adequacy of Plan Outline
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Oct. 17, 2013, at 2:30 p.m., to consider
the adequacy of information in the Disclosure Statement explaining
56 Walker LLC's First Amended Liquidating Plan.  The Plan is dated
Sept. 18, 2013.  Plan objections, if any, are due Oct. 10, 2013.

Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, on behalf of the Debtor, submitted the First
Amended Plan and Disclosure Statement.

The Plan will be funded with (a) the net proceeds from the sale of
the Debtor's property, after the payment of all costs of closing,
including but not necessarily limited to, broker's commission,
other typical and customary closing costs not otherwise exempted
under the Plan, and (b) all remaining cash, if any, on hand at the
time of distribution.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/56_WALKER_ds.pdf

AS reported in the Troubled Company Reporter on Sept. 2, 2013, the
prior iteration of the Plan provides that it will be funded by the
proceeds of the sale of the Debtor's parcel of improved real
property located at 56 Walker Street, in New York.  Under the
Plan, the Allowed Unsecured Claims (Class 4) will receive a pro
rata portion of the remaining proceeds of the Distribution Fund,
if any, up to 100% of the Allowed Class 4 Claim, after payment in
full of all Class 1, 2 and 3 Allowed Claims and Allowed
Administrative and Priority Claims.  Allowed Class 4 Claims will
be paid on the later to occur of (a) the Allowance or dis-
Allowance of all Class 1, 2 and 3 Secured Claims and (b)
10 business days following the Closing Date.  Allowed Class 4
Claims are impaired under the Plan and shall be entitled to vote
to accept or reject the Plan.

The Allowed Secured Claims of the holders of Mechanic's Liens
(Class 1) will be paid in full on the Closing Date.  The Allowed
Secured Claim of MB Financial (Class 2), if any, will be paid in
full, to the extent Allowed, less any payments received during the
Chapter 11 case from the rents of the Property, either directly or
via the State Court appointed Receiver, and shall be paid on the
Closing Date.  The Allowed Secured Claim of Wextrust (Class 3)
will be paid in full, to the extent Allowed, together with any
postpetition Date interest at the Federal Judgment Rate, on the
Closing Date.

The Allowed Interest (Class 5) will receive the remaining proceeds
of the Distribution Fund, if any, after the payment of all
classified and unclassified Allowed Claims.

A full-text copy of the Plan, dated Aug. 22, 2013, is available
at http://bankrupt.com/misc/56WALKER_plan0822.pdf

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


56 WALKER: Oct. 17 Hearing to Approve Bidding Procedures
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Oct. 17, 2013, at 2:30 p.m., to consider
56 Walker LLC's motion to approve the bidding procedures to govern
the sale of substantially all the debtor's property.  Objections,
if any, are due Oct. 10.

On Sept. 14, 2013, the Debtor entered into an asset purchasing
agreement with Project 56 Walker, LLC.  The buyer agreed to
purchase the assets for $18,000,000, subject to higher and better
offers.

The Debtor proposes bidding procedures including, among other
things:

   1. an Oct. 25 bid deadline;

   2. an Oct. 29 auction at 10 a.m. at the Offices of the
      Debtor's counsel Delbello, Donnellan Weingarten Wise &
      Wiederkehr LLP, One North Lexington Avenue White Plains,
      New York; and

   3. $180,000 as the maximum aggregate amount of the break up
      fee, or approximately 1 percent of the purchase price.

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


AGFEED INDUSTRIES: Says Hog Farm Probe Would Be Waste of Money
--------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that AgFeed
Industries Inc. officials say there's no need for a bankruptcy
judge to order an investigation into the pork producer's Chinese
hog farms, arguing that they've already done one.

                     About AgFeed Industries

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

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

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

A three-member official committee of equity security holders was
also appointed to the Chapter 11 cases.  The Equity Committee
tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf
as co-counsel.


AGFEED INDUSTRIES: Says Ch. 11 Examiner Could Derail China Deal
---------------------------------------------------------------
Law360 reported that bankrupt hog grower AgFeed Industries Inc.,
along with its creditors and equity holders committees, balked on
Sept. 25 at a request from the U.S. Trustee's Office to appoint an
examiner to investigate its operations in China, arguing the move
would risk unraveling the planned $50 million sale of its Chinese
assets.

According to the report, AgFeed also asserted in Delaware
bankruptcy court that an examiner would waste millions of dollars
in estate funds investigating issues the company already spent at
least $8 million looking into two years ago.

                     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.


AIRTRONIC USA: Majority of Creditors Back Amended Ch. 11 Plan
-------------------------------------------------------------
Global Digital Solutions, Inc. on Sept. 26 disclosed that a
majority of Airtronic USA's creditors have voted in favor of
Airtronic's amended chapter 11 bankruptcy reorganization plan.
This affirmative vote paves the way for the Plan's confirmation on
October 2, 2013.

Airtronic, GDSI's planned merger partner, filed the Plan on August
21, 2013, with the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division.  The court set October 2,
2013, as the date for the confirmation hearing for Airtronic's
Plan and related Disclosure Statement.  If confirmed by the court,
as expected, GDSI will be able to move forward to complete its
acquisition of Airtronic and Airtronic will emerge from chapter 11
with adequate working capital to compete effectively as an
innovative leader in small arms manufacturing.

"We're delighted that a solid majority of Airtronic's creditors
have voted affirmatively on the Plan," said GDSI's President and
CEO Richard J. Sullivan.  "We look forward to the Court's formal
confirmation of the Plan at the scheduled hearing on October 2nd.
Beyond that, we're looking forward to completing the merger
process with all deliberate speed."

All shareholders and other interested parties can access
information regarding creditor ballots via www.Pacer.gov.

               About Global Digital Solutions, Inc.

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

                    About Airtronic USA, Inc.

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

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


ALION SCIENCE: Moody's Cuts Rating on $240MM Unsec. Notes to Ca
---------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of Alion Science and Technology Corporation to SGL-4 from
SGL-3 and Probability of Default Rating to Caa3-PD from Caa2-PD.
Concurrently, the ratings on the company's $35 million senior
secured credit facility due August 2014 and $310 million senior
secured notes due November 2014 were affirmed. The rating on the
company's $240 million senior unsecured notes due February 2015
were lowered to Ca from Caa3. The outlook remains negative.

The downgrade of the SGL rating to SGL-4 reflects the company's
weak liquidity profile, arising from the increased near-term
refinancing risk associated with the majority of the company's
debt structure coming due between August 2014 and February 2015.
The downgrade of the company's PDR to Caa3-PD reflects Moody's
view that the company will likely need to address its upcoming
maturity through a debt refinancing within the next twelve months.

The following rating was downgraded:

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

Probability of Default rating to Caa3-PD from Caa2-PD

$240 million senior unsecured notes due 2015, to Ca (LGD-4, 69%)
from Caa3 (LGD-5, 82%)

The following ratings were affirmed (with updated LGD
assessments):

Corporate family rating at Caa2

$35 million senior secured revolving credit facility due 2014, at
B1 (LGD-1, 0% from 3%)

$310.67 million senior secured notes due 2014, at B3 (LGD-2, 17%)
from (LGD-3, 32%)

The ratings outlook is negative

Ratings Rationale:

Alion's weak liquidity profile, denoted by the SGL-4 liquidity
rating, largely stems from the need to address its sizable debt
maturities coming due over the next twelve to fourteen months. The
short-term liquidity rating reflects that there are not expected
to be sufficient liquidity sources to meet sizable debt
obligations as they come due absent a refinancing of the debt
structure. The liquidity profile is also characterized by expected
continued moderate cash levels on the balance sheet, anticipated
moderately positive free cash flow generation on a rolling twelve
month basis and a largely undrawn facility at quarter-end with
minimal usage on an intra-quarter basis. Covenant headroom is
expected to tighten due to the steeper minimum EBITDA threshold
requirements at 2013 year-end to $65.5 million (at June 30, 2013,
the company reported Adjusted EBITDA of $72.3 million).

To the extent the company is able to successfully refinance the
2014 secured notes, Moody's would view this as a restoration of
the company's liquidity profile and would likely raise the
company's liquidity rating as well as its Probability of Default
Rating.

Alion's Caa2 corporate family rating reflects the company's
continued high leverage and weak interest coverage that are not
anticipated to improve meaningfully in the near-term with
uncertainty also regarding future defense budget outlays and level
of possible contract funding delays. Furthermore, continued
competition among defense service contractors is likely to
challenge performance aims. The ratings incorporate the high
probability of a refinancing to address sizable 2014-2015 debt
maturities with credit metrics expected to remain within the Caa
rating category. Positively, Alion's work with the Department of
the Navy (expected to be less affected by budget cutbacks than the
Army) which accounts for nearly half its revenue base, provides a
degree of revenue and EBITDA generation sustainability.
Nevertheless, the sizable upcoming debt maturities and heavy
reliance on federal government contracts for over 95 percent of
its revenues, given uncertainty created by federal budget delays
and ongoing Sequestration, also underlie the ratings.

The negative outlook continues to reflect Alion's very high
leverage compounded by the upcoming difficult DoD budget
environment and the need to address its capital structure within
the next twelve to fourteen months.

Ratings could be lowered if revenue growth and margin improvement
do not materialize, resulting in the failure to improve credit
metrics and liquidity. A meaningful deterioration in free cash
flow generation would likely result in a downgrade.

The rating outlook could be changed to stable if the company
addresses its upcoming debt maturities, grows revenues and
profitability through 2014, improves liquidity by generating
double digit free cash flow and expands headroom under financial
covenants. The ratings could be upgraded if the company
substantially improves its liquidity position and achieves
sustained growth in credit metrics such that debt/EBITDA and
EBIT/interest approach 6.0 times and 1.0 times, respectively.

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

Alion Science and Technology Corporation is an employee-owned
company that provides scientific research, development, and
engineering services related to national defense, homeland
security, and energy and environmental analysis. Particular areas
of expertise include naval architecture and engineering, defense
operations, modeling and simulation, technology integration,
information technology and wireless communications, energy and
environmental services. Revenue for the last twelve months ended
June 30, 2013 totaled $865 million.


ALITALIA SPA: Plans to Seek More Funding to Avoid Bankruptcy
------------------------------------------------------------
Gilles Castonguay, writing for The Wall Street Journal, reported
that Italy's Alitalia plans to seek at least EUR455 million ($615
million) in extra funding from shareholders and creditors as it
fights to stave off bankruptcy and return to profitability under a
new industrial plan.

However, the request immediately met resistance from French-Dutch
peer Air France-KLM, which owns 25% of Alitalia and will decide by
year's end whether to take a larger stake in the beleaguered
airline, according to the report.

Alitalia hasn't made a profit since it was rescued by a group of
Italian financiers and industrialists five years ago, the report
related.  Despite a major restructuring, it still faces enormous
challenges in a weak domestic market where it competes with
discount airlines and high-speed trains along lucrative routes.
Alitalia has had three chief executives in as many years, with
Gabriele Del Torchio currently at the helm.

Indeed, it said on Sept. 26 that it posted a first-half net loss
of EUR294 million, wider than a net loss of EUR201 million for the
same period in 2012, the report added.  Total revenue was EUR1.62
billion for the first half of this year, down from EUR1.69 billion
during the first six months of last year.

Board members on Sept. 26 voted in favor of asking shareholders
and creditors for more help, the report further related.
Shareholders will examine proposals to launch a capital rise of at
least EUR100 million on Oct. 14. They will also examine a request
for an additional EUR55 million to complete a convertible loan
that was only partially completed.

                          About Alitalia

Alitalia - Compagnia Aerea Italiana has navigated its way through
a successful restructuring.  After filing for bankruptcy
protection in 2008, Alitalia found additional investors, acquired
rival airline Air One, and re-emerged as Italy's leading airline
in early 2009.  Operating a fleet of about 150 aircraft, the
airline now serves more than 75 national and international
destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice,
Naples, and Catania.  Alitalia extends its network as a member of
the SkyTeam code-sharing and marketing alliance, which also
includes Air France, Delta Air Lines, and KLM.  An Italian
investor group owns a majority of the company, while Air France-
KLM owns 25%.


ALLSTATE: Fitch Assigns 'BB+' Preferred Stock Rating
----------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Allstate's issuance
of preferred stock.

Key Rating Drivers

Allstate's recent issuance of $350 million of 6.75% fixed rate
perpetual non-cumulative preferred stock is part of an announced
plan to retire approximately $3 billion in outstanding senior debt
and subordinated notes funded by a combination of preferred stock,
debt and cash. The company has $950 million in debt maturing in
2014 which will be included in the capital plan.

Based on its rating criteria, Fitch has assigned 100% equity
credit to the preferred stock and has added an additional notch to
the rating to reflect more aggressive loss absorption features.

The security has no stated maturity. Dividends are non-cumulative,
and the company has the option to defer them at their discretion.
In addition, the security has a mandatory deferral feature that
requires deferral if certain capital ratios or operating results
are breached. Fitch believes the mandatory deferral could be
triggered before there is significant stress in the organization.
Therefore, it deems the features as having more aggressive loss
absorption.

Proforma debt-to-total capital remained appropriate for the
current rating category at 24.8% at June 30, 2013, relative to
Fitch's median guideline of 28%. This ratio was calculated
excluding unrealized investment gains on fixed income securities
from shareholders' equity.

Fitch calculated the run-rate fixed charge coverage to be 6.6
times based on $1.3 billion in GAAP EBIT for the first half of
2013. GAAP EBIT was annualized and divided by annual interest
expense on the debt and pre-tax preferred dividends, totaling $411
million. Fitch's median guideline for the rating category is 7.0x.

Rating Sensitivities

Key rating triggers for Allstate that could lead to an upgrade
include:

-- Growth in surplus leading to an improved capitalization profile
   measured by operating leverage approaching 1.1x and a score of
   'Strong' or better on Fitch's proprietary capital model, Prism;

-- Reduced volatility in earnings from catastrophe losses and
   better operating results consistent with companies in the 'AA'
   rating category;

-- Standalone ratings for Allstate's life subsidiaries could
   increase if their consolidated statutory Risky Assets/TAC ratio
   falls below 100% and they are able to sustain a GAAP based
   Return on Assets ratio over 80 basis points.

Key rating triggers for Allstate that could lead to a downgrade
include:

-- A prolonged decline in underwriting profitability that is
   inconsistent with industry averages or is driven by an effort
   to grow market share during soft pricing conditions;

-- Substantial adverse reserve development that is inconsistent
   with industry trends;

-- Significant deterioration in capital strength as measured by
   Fitch's capital model, NAIC risk-based capital and traditional
   operating leverage. Specifically, if operating leverage,
   excluding the surplus of the life insurance operations,
   approached 2.5x it would place downward pressure on ratings;

-- Significant increases in financial leverage ratio to greater
   than 30%;

-- Unexpected and adverse surrender activity on liabilities in the
   life insurance operations;

-- Liquid assets at the holding company less than one year's
   interest expense and common dividends.

Fitch has assigned the following rating:

-- 6.75% preferred stock 'BB+'


ALPHA NATURAL: Bank Debt Trades at 5% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources is a borrower traded in the secondary market at 95.23
cents-on-the-dollar during the week ended Friday, September 27,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.44 percentage points from the previous week, The
Journal relates.  Alpha Natural Resources pays 275 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on May 31, 2020.  The bank debt carries Moody's Ba1 rating and
Standard & Poor's BB rating.  The loan is one of the biggest
gainers and losers among 201 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 7, 2013,
Moody's Investors Service placed all ratings of Alpha Natural
Resources, Inc. on review for possible downgrade, including the
company's B1 Corporate Family Rating, B1-PD Probability of Default
Rating, Ba1 rating on senior secured term loan, and the B2 rating
on senior unsecured debt. The rating action was prompted by recent
deterioration in performance and persistent weakness in market
conditions for both thermal and metallurgical coal.


ARBCO CAPITAL: SDNY Court Narrows Suit Against Penson Financial
---------------------------------------------------------------
Bankruptcy Judge Shelley C. Chapman granted, in part, and denied,
in part, the motion of Penson Financial Services, Inc., seeking
dismissal of the second amended complaint filed by Richard
O'Connell, as chapter 7 trustee of the estate of Arbco Capital
Management, LLP.

At the center of the Complaint's allegations is the Ponzi scheme
conducted by Hayim Regensberg, the president of Arbco.  Beginning
in or about 2004, and continuing through at least September 2007,
Mr. Regensberg, the manager and president of Arbco, utilized Arbco
to perpetuate an illegal scheme to defraud members of the
investing public and divert investor funds through a "Ponzi"
scheme.  To effect this illegal scheme, false representations were
made to investors and potential investors to induce them to
entrust their monies to Arbco for the purported purpose of
investing in one or two separate investment vehicles on a pooled
basis.

The fraudulent enterprise was uncovered in the fall of 2007.
Shortly thereafter, Mr. Regensberg was indicted by the United
States Attorney for the Southern District of New York on multiple
counts of wire fraud and securities fraud.  He was ultimately
convicted of seven of the eight counts of wire and securities
fraud in connection with the theft of more than $10 million
through willful misrepresentations regarding the two investment
scams he perpetrated through the Debtor.

By decision dated June 29, 2009, Mr. Regensberg was sentenced to
serve 100 months in prison by the Hon. Victor Marrero of the U.S.
District Court for the Southern District of New York.

The Chapter 7 Trustee alleges Penson, Arbco's clearing agent, took
actions well beyond the conventional clearing of securities trades
to assist Regensberg in perpetuating a Ponzi scheme.  Those
actions involved, at various points: (i) activities generally
associated with an introductory broker, replete with fiduciary
responsibility; (ii) profit sharing in Arbco's trading activity;
and (iii) mutual development and/or sharing of computer technology
and software relating to high frequency stock trading.  The
Trustee alleges Penson was the primary recipient of the fruits of
the Ponzi scheme -- over $10 million of alleged diverted investor
funds were transferred from Arbco to Penson from 2005 to 2007 in a
series of 37 cash transfers.  The Trustee seeks to avoid and
recover a total of $10,927,500 in prepetition transfers made by
the Debtor to Penson, pursuant to sections 547, 548, and 550 of
the Bankruptcy Code.

The Complaint also asserts common law claims for aiding and
abetting, breach of fiduciary duty, breach of contract, and
negligence.  The Common Law Claims are premised on the Trustee's
allegation that Penson, as Arbco's clearing broker, knew, should
have known, or consciously avoided discovering that Regensberg,
through Arbco, was illegally misappropriating customer funds to
engage in high risk trading in violation of securities laws and
Penson's own internal regulations.  The Trustee alleges that by
this failure, Penson substantially assisted or knowingly
participated in the scheme, breached fiduciary duties it owed to
Arbco, and aided and abetted Regensberg in committing securities
fraud and looting Arbco.  The Trustee seeks damages in the amount
of not less than $10,927,500.

By the Motion to Dismiss, Penson asserts that the Complaint fails
to state a claim upon which relief can be granted pursuant to
Federal Rule of Civil Procedure 12(b)(6), made applicable herein
by Federal Rule of Bankruptcy Procedure 7012, and should be
dismissed.

Judge Chapman held that the Chapter 7 Trustee (i) has sufficiently
pled his claim for actual fraud under the Bankruptcy Code, (ii) is
not barred from asserting claims for constructive fraud and
preference by the Safe Harbor Rule, and (iii) does not have
standing to pursue the Common Law Claims.  Accordingly, Penson's
Motion to Dismiss is granted in part and denied in part as
follows: (a) denied as to the First Cause of Action -- Actual
Fraud; (b) denied as to the Second Cause of Action -- Constructive
Fraud; (c) denied as to the Third Cause of Action -- Insider
Preferences; and (d) granted as to the Common Law Claims: (i)
Fourth Cause of Action -- Aiding and Abetting a Common Law Fraud,
(ii) Fifth Cause of Action -- Breach of Fiduciary Duty, (iii)
Sixth Cause of Action -- Breach of Contract, and (iv) Seventh
Cause of Action ? Negligence.  The Common Law Claims are dismissed
with prejudice.

The case is Richard O'Connell, as chapter 7 Trustee of the estate
of Arbco Capital Management, LLP, Plaintiff, v. Penson Financial
Services, Inc., Defendant, Adv. Proc. No. 09-01519 (Bankr.
S.D.N.Y.). A copy of Judge Chapman's Sept. 23, 2013 Memorandum
Decision and Order is available at http://is.gd/biazX9from
Leagle.com.

Attorneys for Richard O'Connell, Trustee:

          GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
          Kevin J. Nash, Esq.
          1501 Broadway, 22nd Floor
          New York, NY 10036
          E-mail: KNash@gwfglaw.com

Attorneys for Penson Financial Services, Inc.:

          MAYER BROWN LLP
          Mark G. Hanchet, Esq.
          James Ancone, Esq.
          1675 Broadway
          New York, NY 10019
          E-mail: mhanchet@mayerbrown.com
                  jancone@mayerbrown.com

Arbco Capital Management, LLP's bankruptcy case was commenced by
the filing of an involuntary petition against the Debtor (Bankr.
S.D.N.Y. Case No. 07-13283) on Oct. 19, 2007.  The Bankruptcy
Court subsequently entered an order for relief under chapter 7 of
the Bankruptcy Code.  Richard O'Connell was appointed as interim
chapter 7 trustee and has since qualified as the permanent
Trustee.


ARCADIA GROUP: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Arcadia Group, Inc.
                18 Mark Circle
                Metuchen, NJ 08850

Case Number: 13-30717

Involuntary Chapter 11 Petition Date: September 23, 2013

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Petitioner's Counsel: Joseph Albanese, Esq.
                      LAW OFFICE OF JOSEPH ALBANESE
                      915 Lacey Road
                      Forked River, NJ 08731
                      Tel: (609) 971-6200
                      Fax: (609) 971-6300
                      E-mail: jabanklaw1@aol.com

Arcadia Group, Inc's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Raceway Electric, Inc
c/o Joseph Albanese, Esq.
915 Lacey Road
Forked River, NJ 08731


ARCH COAL: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 97.25 cents-on-the-
dollar during the week ended Friday, September 27, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.72
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB- rating.
The loan is one of the biggest gainers and losers among 201 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 7, 2013,
Moody's Investors Service placed all ratings of Arch Coal on
review for possible downgrade, including the company's B2
Corporate Family Rating, B2-PD Probability of Default Rating, Ba3
rating on senior secured credit facility, and the B3 rating on
senior unsecured debt. The rating action was prompted by recent
deterioration in performance and persistent weakness in market
conditions for both thermal and metallurgical coal.


ASR CONSTRUCTORS: Section 341(a) Meeting Set on October 30
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of ASR Constructors
Inc. will be held on Oct. 30, 2013, at 2:30 p.m. at RM 720, 3801
University Ave., Riverside, CA.

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.

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at SHULMAN HODGES &
BASTIAN, LLP -- E-mail: jbastian@shbllp.com -- serves as the
Debtor's counsel.


BEAZER HOMES: Announces Pricing of $200MM Senior Notes Offering
---------------------------------------------------------------
Beazer Homes USA, Inc., priced its previously-announced offering
of $200 million aggregate principal amount of 7.500 percent Senior
Notes due 2021.  The Notes are being offered in a private offering
that is exempt from the registration requirements of the
Securities Act of 1933.

The Company is offering the Notes to qualified institutional
buyers in accordance with Rule 144A or outside the United States
in accordance with Regulation S under the Securities Act.  The
Company intends to use the net proceeds from the offering for
general corporate purposes, including potential land acquisitions.
In addition, on or before the closing of the offering, the Company
plans to release restricted cash to repay $200 million of the
outstanding balance under the Company's cash secured term loan
facilities.

                         About Beazer Homes

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

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

                           *     *     *

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

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

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


BLACKBERRY INC: Posts Second Quarter Loss as Phones Go Unsold
-------------------------------------------------------------
Will Connors, writing for The Wall Street Journal, reported that
BlackBerry Ltd. posted a sharp second-quarter loss on Sept. 27 in
line with results it preannounced a week ago, but left many
questions unanswered about the device maker's future, its
customers, and a proposed $4.7 billion deal to go private.

According to the report, the Waterloo, Ontario-based company
reported a net loss of $965 million, or $1.84 a share; it had
forecast a loss of $950 million to $995 million. On an adjusted
basis, excluding a $934 million inventory charge and restructuring
charges of about $72 million, BlackBerry lost $248 million, or 47
cents a share. Analysts most recently forecast a loss of 49 cents
a share for the quarter ended Aug. 31.

Revenue was about $1.6 billion, in line with the latest projection
from both the company and analysts, the WSJ report related.
Before last week's warning, analysts were expecting revenue of
nearly twice that amount.  The company's cash position at quarter-
end was $2.6 billion, down from $3.1 billion.

BlackBerry said it recognized revenue on 3.7 million smartphones
in the quarter, mostly older models, and wouldn't count unsold new
phones toward revenue, the report added.  BlackBerry typically
recognized revenue on total phone shipments, and didn't explain
the change in treatment.

"We are very disappointed with our operational and financial
results this quarter and have announced a series of major changes
to address the competitive hardware environment and our cost
structure," Chief Executive Thorsten Heins said in the company's
earnings statement, the report cited.

                         About BlackBerry

BlackBerry(R) revolutionized the mobile industry when it was
introduced in 1999.  Based in Waterloo, Ontario, BlackBerry
operates offices in North America, Europe, Asia Pacific and Latin
America. BlackBerry is listed on the NASDAQ Stock Market (NASDAQ:
BBRY) and the Toronto Stock Exchange (TSX: BB).  See
http://www.blackberry.com/


BUILDERS GROUP: Secured Creditor Balks at Continued Cash Use
------------------------------------------------------------
CPG/GS PR NPL, LLC, secured and judgment creditor, objected to
Builders Group & Development Corp.'s continued use of cash
collateral, and the Debtor's use of CPG/GS' property.

According to Hermann D. Bauer, Esq., at O'Neill & Borges, LLC, on
behalf of the secured creditor, among other things:

   1. the urgent motion is procedurally deficient, as CPG/GS'
      counsel was not contacted in any manner prior to the filing
      of the urgent motion;

   2. the Court has noted that a secured creditor is "entitled to
      adequate protection for two distinct interests: (i) its
      mortgage on the property and its right to collect rents
      flowing from the property or, at the very least, its
      security interest in such rents;" and

   3. in the case, assuming, arguendo, that the rents are not the
      property of CPG/GS, the Debtor has failed to proffer any
      meaningful protection, much less adequate, for the continued
      use of CPG/GS cash collateral.

The Debtor sought entry of an interim order continuing the
authorization to use cash collateral until the Court rules on the
motions submitted.  The Court previously entered interim orders
authorizing the Debtor's use of cash collateral.

As reported in the Troubled Company Reporter on Aug. 20, 2013,
CPG/GS PR NPL LLC replied to Builders Group's opposition to
CPG/GS' motion for order determining the foreclosure of rents or
prohibiting the use of CPG/GS' cash collateral.  According to
CPG/GS, rents from the Cupey Professional Mall became the property
of CPG/GS pursuant to a prepetition foreclosure that took place
over two years before the Debtor's bankruptcy filing.  CPG/GS also
stated that, among other things:

   -- a state court judgment precludes the issue of the amount of
      the debt through both collateral estoppel and the Rooker-
      Feldman Doctrine;

   -- the Debtor's claim for a section 506(c) surcharge is legally
      insufficient;

   -- the Debtor's claims for additional relief, as set forth in
      the opposition, are not applicable; and

   -- the Court must prohibit the use of any cash collateral due
      to the Debtor's inability to properly administer the
      shopping center.

As reported in the Troubled Company Reporter on July 31, 2013, the
Debtor said CPG's statement related to "settlement attempts, bad
faith, mismanagement and alienation of patrons" is "self-serving
and fictional," with the only purpose being to influence the Court
to take a stance against Builders.  Contrary to CPG's
representations, Builders and CPG reached a prepetition agreement
through a mediated effort which only required minimal changes
prior to execution, and CPG kept delaying the signing, then it
about-faced and filed a complaint for foreclosure.  Builders,
through its president's personal resources and those of related
companies, has paid the expenses of maintaining the Cupey
Professional Mall out of pocket since September 2010.  The Debtor
said the collateral has been protected and the value has been
increased due to the efforts of Builders.

CPG/GS, in its objection to the interim order authorizing the
Debtor's use of cash collateral, said it has no confidence in the
honesty or the capacity of the Debtor's current management and
will not consent to the Debtor's current management's use of its
cash collateral.  CPG/GS also explained that the Debtor has (a) no
right to use any cash collateral of CPG/GS, as the same was
properly foreclosed and transferred prepetition to CPG/GS, thus
does not constitute an asset of the bankruptcy estate; (b) Debtor
is not able of providing any reasonable adequate protection to
CPG/GS as there exists no equity in its assets, and there exists
no reorganization or refinancing alternatives that could even
remotely provide a viable exit strategy pursuant to which
creditors, such as CPG/GS, will be paid the amount and value of
their security interest.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, serves as accountant.


CAESARS ENTERTAINMENT: Bank Debt Trades at 9% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
91.34 cents-on-the-dollar during the week ended Friday, Sept. 27,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.57 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 201 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                     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.


CALPINE CONSTRUCTION: Bank Debt Trades at 2% Off
------------------------------------------------
Participations in a syndicated loan under which Calpine
Construction Finance Company is a borrower traded in the secondary
market at 98.33 cents-on-the-dollar during the week ended Friday,
September 27, 2013, according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  This
represents a decrease of 0.43 percentage points from the previous
week, The Journal relates.  Calpine Construction Finance Company
pays 250 basis points above LIBOR to borrow under the facility.
The bank loan matures on Jan. 1, 2022.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The loan is
one of the biggest gainers and losers among 201 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported in the Troubled Company Reporter on May 6, 2013,
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating and '1' recovery rating to Calpine Construction Finance Co.
L.P.'s (CCFC) planned $900 million and $300 million senior secured
term loans B due 2020 and 2022, respectively.  CCFC will use
proceeds to retire existing debt related to CCFC, issued by CCFC
Finance Corp. and Calpine CCFC Holdings LLC.  The stable outlook
on these ratings is the same as the outlook on Calpine. Ratings
are subject to final documentation.


CARDICA INC: Incurs $16.1-Mil. Net Loss in Fiscal 2013
------------------------------------------------------
Cardica, Inc., filed on Sept. 25, 2013, its annual report on Form
10-K for the fiscal year ended June 30, 2013.

BDO USA LLP, in San Jose, Calif., said the Company's recurring
losses from operations and negative cash flows from operating
activities, among other factors, raise substantial doubt about its
ability to continue as a going concern.

The Company reported a net loss of $16.1 million on $3.5 million
of total revenue in fiscal 2013, compared with a net loss of
$13.6 million on $3.7 million of total net revenue in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $17.8 million
in total assets, $6.8 million in total liabilities, and
stockholders' equity of $11.0 million.

A copy of the Form 10-K is available at http://is.gd/A4nCSS

Redwood City, Calif.-based Cardica, Inc. (Nasdaq: CRDC) designs
and manufactures proprietary stapling and anastomotic devices for
cardiac and laparoscopic surgical procedures.  Cardica's
technology portfolio is intended to minimize operating time and
enable minimally-invasive and robot-assisted surgeries.


CASA CASUARINA: $41.5MM Versace Mansion Sale Approved by Judge
--------------------------------------------------------------
Law360 reported that a Florida bankruptcy judge has approved the
$41.5 million sale of fashion icon Gianni Versace's former South
Beach mansion to a company controlled by the family behind
Jordache jeans, which also holds the mortgage on the property,
according to documents filed on Sept. 25.

According to the report, U.S. Bankruptcy Judge Laurel M. Isicoff
signed off on the sale of the storied manor, finding the deal to
be fair, free of fraud, and backed up by sound business judgment
on the part of bankrupt Casa Casuarina LLC.

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at lease $10 million.  Joe M.
Grant, Esq., at Marshall Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property. Herbert Stettin is
the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed bankruptcy, Mr. Stettin had reached
agreement to settle his claim to partial ownership.


CENGAGE LEARNING: Judge Enters Order Appointing Mediator
--------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Cengage Learning's motion for entry of an order approving the
appointment of a mediator and scheduling mediation in connection
with confirmation of the Debtors' Plan.

According to the order, "The Court authorizes and appoints the
Honorable Robert D. Drain, United States Bankruptcy Judge for the
Southern District of New York, to serve as Mediator in these
Chapter 11 Cases and to conduct the mediation...As outlined on the
record at the Hearing, the Mediator is authorized to mediate any
issues concerning, among other things, the allocation of estate
value among the various creditor constituencies and the terms of a
plan of reorganization for the Debtors, including the following
disputes: the total enterprise value of the Debtors; foreign and
domestic subsidiary valuation; the Disputed Copyrights (including
products and proceeds) and the terms of any licensing arrangements
thereof proposed in the Debtors' contemplated plan of
reorganization; whether the First Lien Lenders can assert their
total claim against each Debtor; whether the First Lien Lenders
have any valid or perfected liens on the Debtors' cash, including
the Disputed Cash; the 2007 Leveraged Buy-Out; the March 2013
revolver draw and the Debtors' use of the proceeds thereof (and
similar issues relating to fundings to CLI under the Debtors' cash
management system); substantive consolidation; whether certain
intercompany obligations are properly classified as debt or equity
or subject to equitable subordination or other claims or defenses,
and other intercompany issues relevant to any of the Parties;
certain intercreditor issues, including the Apax Partners, L.P.
declaratory judgment complaint, rights pursuant to the
intercreditor agreements, including the applicability of turnover
provisions, and claims made by various Parties of breach of the
intercreditor agreements by certain of the parties thereto; issues
regarding the trust structure of the Debtors' contemplated plan of
reorganization, governance of the trust and the proposed use, sale
or lease of any assets placed in trust; and  certain other plan
confirmation or other issues appropriate for mediation, as
determined by the Parties and the Mediator."

                    About Cengage Learning

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

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

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

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


CHINA NATURAL: Auditors Escape Shareholder Class Action
-------------------------------------------------------
Law360 reported that a New York federal judge on Sept. 24 said
that a shareholder class action against former auditors for
bankrupt China Natural Gas Inc. failed to show that the firms
ignored warning signs that the company hid $28 million in loans,
but left the door open for plaintiffs to refile.

According to the report, U.S. District Judge Jed Rakoff tossed the
putative class action in March, but explained on Sept. 24 why he
dismissed the suit without prejudice.

The case is Hanson v. Frazer Frost, LLP et al., Case No. 1:12-cv-
03166 (S.D.N.Y.) before Judge Jed S. Rakoff.  The case was filed
on April 20, 2012.

                       About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


CHRYSLER GROUP: JPMorgan at Co.'s Side After Being Burned in Ch.11
------------------------------------------------------------------
Lee Spears, Jeffrey McCracken & David Welch, writing for Bloomberg
News, reported that JPMorgan Chase & Co., the lender that lost
almost $2 billion during Chrysler Group LLC's 2009 bankruptcy, is
now its chief adviser as the automaker's two owners haggle over
its value.

According to the report, JPMorgan will advise Chrysler in the
event of its sale to majority shareholder, Fiat SpA, said people
with knowledge of the matter who asked not to be identified
because the information is private. The bank was also listed this
week as the lead underwriter of an initial public offering of
Chrysler shares owned by the company's other shareholder, a United
Auto Workers retiree trust.

The dual role highlights the complicated path Chrysler has been
forced to take to resolve a dispute between its two backers, the
report related. Sergio Marchionne, the chief executive officer of
both Chrysler and Fiat who has spent four years seeking to merge
the companies, is at loggerheads with the UAW's trust over the
value of its 41.5 percent stake in Chrysler. Letting public
investors put a price on the stake, through the IPO process, is
one way to resolve the matter.

"From a banker's viewpoint, more transactions are preferred to
less," said Jay Ritter, a professor of finance at the University
of Florida, the report cited.  "In either an IPO or a merger, the
acquisition of the remaining stake offers opportunities to collect
fees."

                       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.


COLONIAL BANK: FDIC Renews Effort to Sue Auditors Over Failure
--------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that the Federal Deposit Insurance Corp. is bolstering its efforts
to recover $1 billion from a pair of accounting firms that failed
to catch massive fraud that brought down Colonial Bank, the bank
regulator's sole effort to sue the auditors of a failed bank since
the onset of the financial crisis.

According to the report, the FDIC, the government agency in charge
of managing the receiverships of failed banks, is suing the two
firms -- PricewaterhouseCoopers LLP and Crowe Horwath LLP -- for
professional malpractice, gross negligence and negligent
misrepresentation for failing to detect the long-running fraud at
Colonial's largest client, Taylor Bean & Whitaker Mortgage Corp.

The FDIC lawsuit, which survived a recent legal challenge from the
accounting firms, blames the auditors for missing" huge holes in
Colonial's balance sheet" and other serious gaps without ever
detecting the multi-billion dollar fraud at Taylor Bean, the
report related.

The agency filed an amended lawsuit on Sept. 20 in U.S District
Court in Montgomery, Ala., after a federal judge earlier this
month rejected the accounting firms' bid to dismiss the case, the
report added.  The new suit buffers the FDIC's claim that Colonial
lost at least $1 billion due to the firms' failure to uncover the
Taylor Bean fraud.

The Taylor Bean fraud "would have been prevented had PwC and Crowe
properly performed their audits in compliance with applicable
professional standards," said the FDIC's lawyers in the amended
suit, the report said.

                    About The Colonial BancGroup

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

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

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

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


DBDR LIMITED: Appeal Over Bauer & French Hiring Dismisses
---------------------------------------------------------
Idaho District Judge Edward J. Lodge dismissed, for lack of
jurisdiction, the appeal taken by Randal J. French of the law
firm, Bauer & French, from the Bankruptcy Court's order denying
his application for employment as counsel to debtor DBDR Limited
Partnership.

DBDR sought to employ Mr. French and had paid him a retainer of
$10,000 prior to the bankruptcy filing.  The application for
approval of employment characterized the retainer as an "advance
payment retainer" from the Debtor.

The United States Trustee objected to the application, arguing
that DBDR retained an interest in the unearned portion of the
retainer, and that interest was property of the bankruptcy estate
under Sec. 541. Because the fee agreement would allow the firm to
receive compensation from the bankruptcy estate without review
under Sec. 330(a), the Trustee requested that the employment
application be denied.

The bankruptcy court found that the advance payment retainer was
really a security retainer, and therefore, was property of the
bankruptcy estate.  The court's finding required that French seek
approval and authorization pursuant to 11 U.S.C. Sec. 330 before
he could draw against it to pay his fees. Because the employment
application did not contemplate that the retainer would be
reviewed under Sec. 330, the bankruptcy court denied the
application.

On appeal, the U.S. Trustee raised two jurisdictional arguments on
appeal, contending that the District Court lacks jurisdiction
because DBDR failed to comply with Fed.R.Bankr.P. Rule 8002.  The
District Court concurs, and dismissed the appeal for lack of
jurisdiction.

The appeal is, DBDR LIMITED PARTNERSHIP, Appellant, v. UNITED
STATES TRUSTEE, Appellee, Case No. 1:13-cv-00048-EJL (D. Idaho).
A copy of the Court's Sept. 25, 2013 Memorandum Decision and Order
is available at http://is.gd/0XYKClfrom Leagle.com.

DBDR Limited Partnership, based in Ketchum, Idaho, filed for
Chapter 11 bankruptcy (Bankr. D. Idaho Case No. 11-41177) on
July 15, 2011.  Bankruptcy Judge Jim D. Pappas oversees the case.
The Debtor hired Randal J. French, Esq., at Bauer & French, as
counsel.  In its petition, DBRDR scheduled $1,733,848 in assets
and $1,777,757 in debts.  A list of the Company's seven largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/idb11-41177.pdf The petition
was signed by Rebecca MacLaren, member manager Beppy LLC, general
partner.


DBSI INC: Court Rules on Dismissal Bids in Plan Trustee's Suit
--------------------------------------------------------------
Delaware District Judge Gregory M. Sleet granted, in part, and
denied, in part, motions to dismiss lodged by a number of
defendants named in a June 27, 2012 lawsuit by James R. Zazzali,
Trustee of the Diversified Business Services & Investments, Inc.,
Private Actions Trust.

Mr. Zazzali filed the lawsuit against more than 200 named
defendants and 500 "John Doe" defendants.  The 245-paragraph
Complaint alleges (1) violations of Sec. 10(b) of the Securities
Exchange Act of 1934 and SEC Rule 10b-5, (2) violations of Sec.
20(a) of the Exchange Act, (3) breaches of contract, (4) common
law fraud, (5) negligence, and (6) breaches of fiduciary duties.

Certain of the defendants filed motions to dismiss under Rule
12(b)(6) of the Federal Rules of Civil Procedure, arguing that Mr.
Zazzali has failed to state claim upon which relief may be granted
and, in certain instances, has failed to meet the heightened
pleading standards of Rule 9(b) and the Private Securities
Litigation Reform Act of 1995.  Various defendants have also
challenged the Complaint's viability in light of the filing time
limits found in 28 U.S.C. Sec. 1658(b).

Mr. Zazzali serves as trustee for two of the four trusts -- the
PAT and the Estate Litigation Trust -- that were formed pursuant
to the order confirming the Plan in the Debtors' cases.

The Second Amended Joint Chapter 11 Plan of Liquidation created
the PAT to hold certain causes of actions assigned by creditors
and equity holders of DBSI.  One category of claims held by the
PAT are claims against "securities brokers/dealers" that provided
services to DBSI.  In general terms, Zazzali claims that certain
members of the PAT acquired securities in the DBSI entities from
one or more of the defendants named in this action. He alleges
that the defendants were securities brokers, the registered
representatives of brokers, or control persons of brokers that
facilitated the sale of DBSI securities in what eventually turned
out to be a classic "Ponzi scheme."

The case is, JAMES R. ZAZZALI, Plaintiff, v. ALEXANDER PARTNERS,
LLC, et al., Defendants, Civil Action No. 12-828-GMS (D. Del.).  A
copy of the Court's Sept. 25, 2013 Memorandum is available at
http://is.gd/KtvzGAfrom Leagle.com.

In a separate ruling, Judge Sleet denied the requests of several
defendants to dismiss for lack of personal jurisdiction and/or
improper venue under Rules 12(b)(2) and 12(b)(3) of the Federal
Rules of Civil Procedure.  The Court denied the motions with
respect to the arguments made pursuant to Rules 12(b)(2) and
12(b)(3).  The Court also denied as moot what it views as a motion
by defendants Daniel Berckes, Sue Desrosier, and Syd Widga to join
in the 12(b)(2) and 12(b)(3) motions of various Moving Defendants.
A copy of the Court's Sept. 25 Memorandum on that ruling is
available at http://is.gd/Zkic3Lfrom Leagle.com.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DBSI INC: Broker-Dealers Ditch Some Claims in $500MM Ponzi Suit
---------------------------------------------------------------
Law360 reported that a Delaware federal judge ruled on Sept. 25
that most of the securities fraud claims, albeit narrowed
considerably, can go forward against many of the broker-dealers
who allegedly helped defunct real estate investment firm
Diversified Business Services & Investments Inc. pull off a $500
million Ponzi scheme that sent it into bankruptcy.

According to the report, U.S. District Judge Gregory M. Sleet
allowed claims against some of the broker-dealers brought under
Section 10(b) of the Securities Exchange Act and common law fraud
to continue.

The case is Zazzali v. Alexander Partners LLC et al., Case No.
1:12-cv-00828 (D.Del.) before Judge Gregory M. Sleet.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DECLARATION MGT: Fitch Rates Senior Class Securities at 'C'
-----------------------------------------------------------
Fitch Ratings has been notified of a proposed change to the
Independence II Collateral Management Agreement (CMA) in which the
asset management responsibilities for the transaction would be
assumed by Cairn Capital Limited, successor collateral manager to
Declaration Management & Research LLC. The replacement is expected
to become effective on Sept. 30, 2013, provided the requisite
noteholders or shareholders do not object before that date. Terms
of the proposed Replacement CMA have remained almost identical
with only minor differences that are not material to the ratings
of the transaction.

The most senior class in the transaction is currently rated 'Csf',
indicating that default appears inevitable for the notes. In
addition, Independence II is no longer in its reinvestment period
and is in an event of default. Given the above, Fitch does not
expect the novation to have any impact on the ratings of the
notes.

Fitch is not a party to the transaction and therefore does not
provide consent or approval, as that remains the sole preserve of
the transaction parties. Fitch expects to be notified by the
trustee when the proposed transfer of asset management
responsibilities is completed.


DETROIT, MI: Spent Billions Extra on Pensions
---------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Detroit's municipal pension fund made payments for
decades to retirees, active workers and others above and beyond
normal benefits, costing the struggling city billions of dollars
and helping push it into bankruptcy, according to people who have
reviewed the payments.

According to the report, the payments, which were not publicly
disclosed, included bonuses to retirees, supplements to workers
not yet retired and cash to the families of workers who died
before becoming eligible to collect a pension, according to
reports by an outside actuary and other people with knowledge of
the matter.

How much each person received is not known, the report said.  But
available records suggest that the trustees approving the payments
did not discriminate; nearly everybody in the plan received them.
Most of the trustees on Detroit's two pension boards represent
organized labor, and for years they could outvote anyone who
challenged the payments.

Since June, Detroit's auditor general and inspector general have
been examining the pension system for possible fraud or
misfeasance, and their report is expected to be released on Sept.
26, the report related. Among the findings is likely to be how
much damage was done by the extra payments.

"It was like dandelions," said Joseph Harris, who served as
Detroit's independent auditor general from 1995 to 2005, the
report further related.  "You just accept them. They were there,
something you've seen all your life."

                      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: Report Uncovers Inconsistencies in Pension Funds
-------------------------------------------------------------
Law360 reported that an audit report released on Sept. 26 shows
that Detroit's pension funds have distributed funds to members
inconsistently for several years, and that the excess allocations
may have contributed substantially to the city's debt problem.

According to the report, in an investigation conducted at the
behest of Emergency Manager Kevyn Orr, the auditors concluded that
during some years, annuity participants who contributed similar
amounts over the course of their employment received "excessively
disproportionate" refund amounts. Additionally, it found that the
pension funds surpassed the legal limit for investing in real
estate funds, the report related.

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Eyes Freezing Pensions, Probes Fin'l Dysfunction
-------------------------------------------------------------
Joseph Lichterman and Deepa Seetharaman, writing for Reuters,
reported that Detroit's emergency manager proposed freezing
pension benefits for some current city workers starting in 2014
and will launch a two-month probe into the city's dysfunctional
and error-prone handling of employee benefits.

According to the report, a copy of Kevyn Orr's proposal was
released by one of Detroit's two pension boards on Sept. 26, the
same day the city's auditors posted a report that shed light on
how Detroit overpaid benefits, including unemployment compensation
for almost two years to 58 people who never worked for the city.

The report also raised the question of whether there was fraud in
doling out some unemployment claims, the report related.  The
auditors' review of nearly two years of unemployment compensation
claims found that 13 percent were likely fraudulent and another 36
percent were highly questionable and required investigation.

In his pension proposal, Orr, who was tapped by the state of
Michigan in March to run its biggest city, would close the general
retirement fund, which represents non-uniform city workers, to all
future city workers and freeze it for current workers as of
December 31, the report said.  The city would replace the pensions
with 401(a) and 457(b) retirement plans.

Tackling the city's pension overhang is a critical task for Orr,
who is trying to restructure Detroit's $18.5 billion in debt and
long-term liabilities after the city filed for the largest
municipal bankruptcy in U.S. history on July 18, the report added.

                      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: White House to Help Demolish Bldgs, Hire Firefighters
------------------------------------------------------------------
Reuters reported that the White House will send a group of top
officials to Detroit Friday to offer millions in assistance for
knocking down empty buildings, hiring firefighters and adding
buses to the city fleet, as the city struggles after filing for
bankruptcy.

According to the report, the federal aid has been tapped from a
variety of existing programs and is part of a patchwork of grants
complementing investments by the city, state and private
foundations.

"We're going to continue to support the efforts under way in
Detroit and ensure the federal government is an active partner in
supporting the revitalization of the city," said Gene Sperling,
director of the White House National Economic Council, who has led
federal discussions with Detroit on how best to help, the report
related.

Sperling and cabinet officials will discuss the plan at a meeting
with Michigan Governor Rick Snyder, Detroit Mayor Dave Bing, the
city's emergency manager Kevyn Orr, members of the Michigan
congressional delegation and other leaders, the report said.

"This effort is about lifting up Detroit, and committing to a
shared, long-term investment that will enable the businesses and
residents in Detroit to expand opportunity and renew this world-
class city," Sperling said in a statement, the report further
related.

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Bankruptcy Judge Refuses to Slow Down Chapter 9
------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that a
bankruptcy judge Thursday refused to slow down Detroit's Chapter 9
restructuring while a group of its retirees tries to convince a
U.S. district court judge to throw the case out.

In another DBR report, top members of the Obama Administration are
expected to meet with local and state officials here Friday in a
bid to explore how the federal government can aid the city amid
the nation's largest municipal bankruptcy filing.

                      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.


EASTMAN KODAK: James Continenza Named Chairman of the New Board
---------------------------------------------------------------
The new Board of Directors of Eastman Kodak Company has elected
James V. Continenza as Chairman.

The New Board has established an Audit and Finance Committee, an
Executive Compensation Committee, and a Corporate Governance and
Nominating Committee.  Mark S. Burgess, Matt Doheny, George
Karfunkel and William G. Parrett were appointed to serve as
members of the Audit and Finance Committee, with Mr. Parrett
appointed to serve as Chair.  James V. Continenza, John A. Janitz,
Jason New and Derek Smith were appointed to serve as members of
the Executive Compensation Committee, with  Mr. Smith appointed to
serve as Chair.  James V. Continenza, John A. Janitz, Jason New
and Derek Smith were appointed to serve as members of the
Corporate Governance and Nominating Committee, with Mr. New
appointed to serve as Chair.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of the Company's New
Board as of the effective date of the Company's plan of
reorganization.  Existing directors James V. Continenza, William
G. Parrett and Antonio M. Perez will continue their service as
members of the New Board.

Certain members of the New Board were selected by the Backstop
Parties and the Creditors' Committee in accordance with the terms
of the Plan and the Backstop Commitment Agreement.

New and continuing non-employee directors may receive reasonable
compensation for their services, including a fixed sum and
expenses for attendance at meetings of the New Board and at
meetings of committees of the New Board, as may be determined from
time to time by the New Board.  Historically, non-employee
directors have been compensated through a combination of cash
retainers and equity-based incentives.  During the chapter 11
proceedings, the directors' total compensation was reduced and
paid fully in cash, with each non-employee director receiving an
annual cash retainer of $70,000 and a $112,000 cash award subject
to a one-year vesting period.  The presiding director received an
additional $100,000 per year, the Audit and Finance Committee
chair received an additional $20,000 per year and the Compensation
Committee chair received an additional $10,000 per year.

                        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.


EL POLLO LOCO: Good Performance Prompts Moody's B3 CFR Upgrade
--------------------------------------------------------------
Moody's Investors Service upgraded El Pollo Loco, Inc.'s Corporate
Family Rating to B3 from Caa1 and Probability of Default Rating to
B3-PD from Caa1-PD. At the same time, Moody's assigned a B1 rating
to EPL's proposed $190 million senior secured first lien bank
facility and a Caa1 to its proposed $115 million senior secured
second lien term loan. The ratings on EPL's existing bank facility
and second lien notes will be withdrawn when the transaction
closes. The rating outlook is stable. The ratings are subject to
review of final terms and conditions.

Ratings Rationale:

The upgrade reflects EPL's improved operating performance, higher
earnings and positive same store sales growth which have helped
improve the company's leverage and coverage metrics. The upgrade
also reflects EPL's announcement that it intends to refinance its
current capital structure with lower cost debt.

EPL is planning on raising $305 million in first lien and second
lien bank facilities, including a $15 million senior secured first
lien 5-year revolver, a $175 million senior secured first lien 5-
year term loan and a $115 million senior secured second lien 5.5-
year term loan. The proceeds from the proposed facilities will be
used to refinance the company's existing debt balances and pay
fees and expenses. The proposed refinancing is expected to
materially lower EPL's cost of debt, extend its debt maturity
profile by about two years, and facilitate further debt reduction,
all positives which support the rating upgrade. Debt reduction is
expected from a 50% excess cash flow sweep that is not required in
the current credit agreement, and the elimination of the PIK
feature in the existing second lien notes that added approximately
$5 million of incremental debt per year.

EPL's same stores sales growth has outpaced most quick service and
fast casual restaurant competitors and has enabled the company to
improve its operating profit almost 50% from $31 million for the
fiscal year ended December 29, 2010 to $46 million for the LTM
period ended June 26, 2013. Pro forma for the proposed
transaction, debt/EBITDA and EBITDA less capex/cash interest
expense are estimated to be 6.2 times and 1.2 times, respectively
(metrics are adjusted for Moody's standard adjustments and does
not include add backs for stock based compensation expense or
management fees).

The B1 rating on the proposed $15 million senior secured first
lien revolver and $175 million senior secured first lien term loan
-- two notches above the CFR -- reflects its first lien on
substantially all of the company's assets and the material amount
of junior debt below it in the capital structure. The Caa1 rating
on the proposed $115 million senior secured second lien term loan
reflects its effective subordination to all first lien senior
secured creditors, an all asset pledge on a second lien basis, and
full guarantees of existing and future subsidiaries.

EPL's stable rating outlook reflects Moody's expectations that the
company's earnings will continue to grow over the next 12 to 18
months as it grows the number of new/remodeled stores, so that
debt/EBITDA and EBITDA less capex/cash interest expense will
approximate 6.0 times and 1.3 times, respectively. The stable
rating outlook also includes Moody's expectation that EPL will
maintain a healthy liquidity profile during a period where it
plans to ramp up spending on new/remodeled stores.

EPL's ratings could be upgraded if the company maintains positive
same store sales growth -- including growth in both traffic and
average check -- maintains good returns on new store openings and
is able to sustain debt/EBITDA below 5.5 times and EBITDA less
capex/cash interest expense above 1.5 times. Successful expansion
of its geographic foot print would also be viewed as a credit
positive.

Ratings could be downgraded if EPL's operating results or
liquidity weakened, if the company experiences a period of
negative same store sales growth, or if debt/EBITDA rises to above
6.5 times or EBITDA less capex/cash interest dropped below 1.0
times.

Ratings upgraded:

  Corporate Family Rating to B3 from Caa1

  Probability of Default Rating to B3-PD from Caa1-PD

Ratings assigned:

  $15 million senior secured first lien 5-year revolver at B1
  (LGD 2, 27%)

  $175 million senior secured first lien 5-year term loan at B1
  (LGD 2, 27%)

  $115 million senior secured second lien 5.5-year term loan at
  Caa1 (LGD 5, 78%)

Ratings to be withdrawn when transaction closes:

  $12.5 million first lien first-out senior secured revolver due
  2016 at B1 (LGD 1, 1%)

  $163 million first lien senior secured term loan due 2017 at B2
  (LGD 2, 28%)

  $105 million second lien senior secured notes due 2018 at Caa2
  (LGD 5, 78%)

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

El Pollo Loco, Inc. headquartered in Costa Mesa, California, is a
quick-service restaurant chain specializing in flame-grilled
chicken and other Mexican-inspired entrees. As of June 26, 2013,
the company operated and franchised 398 restaurants primarily
around Los Angeles and throughout the Southwestern United States,
generating total revenues of approximately $307 million in the
last twelve months ended June 26, 2013. El Pollo is owned by two
private equity firms, Trimaran Capital Partners and FS Equity
Partners. As a private company, El Pollo does not file public
financials.


EXIDE TECHNOLOGIES: Seeks to Control Ch. 11 Case Through Mid-2014
-----------------------------------------------------------------
Joseph Checkler, writing for Dow Jones Business News, reported
that Exide Technologies Inc. wants to keep control of its Chapter
11 case through next summer as the battery maker continues to work
toward a plan to reorganize and exit bankruptcy.

According to the report, in a Sept. 25 filing with U.S. Bankruptcy
Court in Wilmington, Del., Exide said it wants until May 31, 2014,
to file a reorganization plan without the threat of rival
proposals and until July 24, 2014, to solicit votes on such a
plan. Without the approval, Exide's so-called exclusivity periods
would end on Oct. 8 and Dec. 7 of this year.

"There can be no doubt that the debtor has acted diligently during
the initial months of the Chapter 11 case, and that it intends to
continue to do so for the remainder of the case," Exide said in
the filing, the report related.

Such requests are routine in bankruptcy cases, the report noted.
When a company files for bankruptcy, it typically gets 120 days to
present a reorganization plan without worrying about creditors or
others trying to wrest control. However, in complex cases, more
time is often needed, and companies can request time extensions.
Judges typically approve these requests as long as progress has
been made in the case.

Since filing for Chapter 11 three months ago, Exide has lined up
financing to keep it afloat in bankruptcy; worked with state and
federal agencies to deal with its environmental responsibilities;
and received court approval to pay more than $16 million in
bonuses to employees, the report further related.  The company's
$500 million financing package from a group of its senior
bondholders contains a provision that a "comprehensive" business
plan must be filed by March 10, 2014.

                     About Exide Technologies

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

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

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

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

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

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

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


FIRST SECURITY: $5 Million Rights Offering Oversubscribed
---------------------------------------------------------
First Security Group, Inc., the bank holding company for FSGBank,
N.A., announced the results of the Company's rights offering.
Nearly $7.8 million of additional common stock was requested for
the $5 million offering.  Final allocations and delivery of shares
are expected by the end of September.

In April 2013, the Company completed a recapitalization, including
the restructuring of its TARP CPP preferred stock.  On April 11,
2013, the Company issued approximately 9.9 million shares of the
Company's common stock to the U.S. Treasury for full satisfaction
of the Treasury's TARP CPP investment in the Company.  The
Treasury immediately sold the common stock to institutional and
other accredited investors previously identified by the Company at
$1.50 per share.  On April 12, 2013, the Company issued an
additional approximately 50.8 million shares of common stock at
$1.50 per share to institutional and other accredited investors.
In aggregate, investors purchased 60,735,000 shares for $91.1
million.

As part of the Recapitalization, shareholders of record as of
April 10, 2013, were provided the right to purchase two shares of
Company common stock for every share owned as of the record date,
as well as the opportunity to request additional shares of Company
common stock, if available.  The subscription price was $1.50 per
share with a maximum of 3,329,234 shares of Company common stock
available, or approximately $5 million.

"As the final component of the recapitalization, we are very
grateful for the positive response from our legacy shareholders,"
said Michael Kramer, president and chief executive officer of
First Security.  "With requests totaling over 150% of the maximum
size of the offering, we believe that this is another vote of
confidence for our markets, our business plan, and our people."

The Company anticipates downstreaming the net proceeds to FSGBank
in order to further solidify FSGBank's regulatory capital ratios
and to support future balance sheet growth.  The combined effects
of the additional capital from the Rights Offering and the
previously announced Recapitalization and completed loan sale are
expected to result in an improved risk profile, enhanced
profitability and compliance with most, but not all, aspects of
the regulatory orders of the Company and FSGBank.

Raymond James & Associates, Inc., acted as financial advisor and
dealer manager for First Security Group, Inc., in connection with
the Rights Offering.  Bryan Cave LLP acted as legal counsel to
First Security Group, Inc in connection with the Rights Offering.

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  As of June 30, 2013, the Company had $1.06 billion in
total
assets, $979.99 million in total liabilities and $86.65 million
in total shareholders' equity.


FIRSTMERIT CORP: CBRS Confirms 'BB' Preferred Stock Rating
----------------------------------------------------------
DBRS Inc. has confirmed the ratings of FirstMerit Corporation,
including its Issuer & Senior Debt rating of A (low).  At the same
time DBRS maintained the Negative trend on the Company's ratings,
with the exception of the short-term instruments rating for
FirstMerit Bank, N.A, it's bank subsidiary, which remained on
Stable trend.  The ratings action follows a detailed review of the
Company's operating results, financial fundamentals and future
prospects.

FirstMerit's ratings consider the Company's strong community
focused commercial banking franchise, its resilient earnings
generation capacity, stabilizing credit quality, solid capital
position and strong funding profile.  Ratings also reflect the
challenge of integrating its Citizens Republic Bancorp (Citizens)
acquisition, the Company's largest transaction to date, along with
the operating pressures associated with the difficult business
environment.  DBRS views favorably, FirstMerit's success to date
with the Citizens transaction (closed April 12, 2013), its
repayment of Citizens' TARP, and the re-branding of the Michigan
and Wisconsin branches.  Over the near term, the Company will be
focused on the Citizens systems conversion, which is expected in
3Q13 along with continued realization of synergies embedded in the
combined entity.  DBRS notes that a smooth systems conversion,
visibility in achieving the targeted annual expense synergies, and
the absence of unexpected customer and/or employee turnover, would
likely return the ratings trend to Stable.  Conversely, a troubled
conversion, material unexpected customer disruption, and/or
degradation in earnings capacity, would lead to further negative
rating pressure.

The Citizens acquisition enhanced FirstMerit's commercial focused
banking franchise which now has over 400 branches and a footprint
that extends through five contiguous upper Midwestern states.  The
Company has positioned itself positively for future growth,
especially in Michigan, with the recent hiring of seasoned
managers and lenders and the refocus to offense from defense.
Furthermore, the Company has a defensible deposit franchise,
especially on a more granular basis.  Indeed, a DBRS deposit study
shows that within the 289 cities that FirstMerit operates in, it
has leading deposit market share in 29% of the cities and ranks
within the top four banks in 65% of the cities.

Reflecting FirstMerit's resilient earnings generation capacity,
the Company was profitable through the recent financial crisis.
The addition of Citizens' balance sheet bolstered 2Q13 earnings as
the Company reported net income available for common shareholders
of $46.6 million for 2Q13, up from $36.1 million for 1Q13.  The
improvement was driven by higher revenues and lower provisions for
originated loan loss reserves, partially offset by an increase in
expenses.  Higher 2Q13 revenues reflected improved spread income
which was attributable to both acquired and organic earning asset
growth, and purchase accounting adjustments which helped widen the
net interest margin (NIM) to a high 4.12% (FTE basis).  As with
most community banks, FirstMerit's earnings are mostly spread
driven as only 27% of 2Q13 total revenues (excluding net
investment losses) were generated from non-interest revenue
sources, allowing for future growth opportunities.  For 1H13,
FirstMerit's net income available for common shareholders totaled
$82.6 million, up 35.9% from $60.8 million for 1H12, driven by
many of the same attributes that led to the recent QoQ earnings
growth.

FirstMerit's expenses fall in-line with similarly rated peers but
remain elevated, due in part to acquisition related costs.
Positively, management anticipates achieving annual cost saves
related to the acquisition above the original estimation of $59
million.  Moreover, the Company expects only $79 million in one-
time costs associated with the merger, down from the previously
estimated $88 million.  DBRS notes that with the larger franchise,
the Company should be able to benefit from economies of scale.

Over the past year, asset quality remained sound and continued to
stabilize, despite the difficult operating environment.
Specifically, 2Q13 net charge-offs (excluding acquired and covered
loans) represented a low 0.15% of average loans, down from 0.27%
in 1Q13 and 0.44% for 2Q12.  Meanwhile non-performing assets
(excluding acquired and covered loans) represented a manageable
0.72% of loans at June 30, 2013, up from 0.59% at March 31, 2013,
yet slightly down from 0.75% at June 30, 2012.  Importantly, DBRS
anticipates that losses related to the acquired loan portfolio
will be manageable given the nearly 7% credit mark taken on the
exposure.  Finally, DBRS notes that the Company's reserve coverage
(excluding covered and acquired loans) remains acceptable, as
represented by an allowance for credit losses to loans ratio of
1.17%, and an allowance for credit losses to non-performing loan
ratio of nearly 235%.

FirstMerit maintains a solid capital profile and strong funding
position, which is supportive of its ratings level.  Although
pressured by the Citizens acquisition, capital provides solid loss
absorption capacity, as well as support for future growth, as
evidenced by its June 30, 2013 risk-based capital ratios,
including Tier 1 of 11.40% and Total of 13.91%.  Furthermore, the
Company's tangible common equity ratio was sound at 7.61%, down 42
bps from before the acquisition.  FirstMerit's Tier 1 common ratio
under Basel III rules was estimated at 10.51%, which reflects a
solid cushion above the minimum requirement.  Meanwhile, its
funding profile remains strong, underpinned by a large core
deposit base, which represented a high 129% of net loans (DBRS
calculated) at the end of 2Q13.

FirstMerit, a bank holding company with headquarters in Akron,
Ohio, reported $23.5 billion in assets at June 30, 2013.

Issuer                  Debt Rated       Rating Action  Rating
------                  ----------       -------------  ------
FirstMerit Corporation  Issuer & Senior  Confirmed      A (low)
                         Debt

FirstMerit Corporation  Short-Term       Confirmed      R-1 (low)
                         Instruments

FirstMerit Corporation  Subordinated     Confirmed      BBB (high)
                         Debt

FirstMerit Corporation  Preferred Stock  Confirmed      BB (high)

FirstMerit Bank, N.A.   Deposits &       Confirmed      A
                         Senior Debt

FirstMerit Bank, N.A.   Short-Term       Confirmed      R-1 (low)
                         Instruments


FRIENDFINDER NETWORKS: Guccione Collection Sues Publisher
---------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that a battle over Penthouse founder Bob Guccione's secret archive
of unpublished photos, slides and other erotic ephemera has broken
out in Delaware bankruptcy court.

According to the report, on one side is FriendFinder Networks
Inc., the bankrupt adult website operator and Penthouse publisher,
which purchased the magazine out of bankruptcy in 2004.  On the
other is the Guccione Collection LLC, a company headed by former
Wall Street trader Jeremy Frommer, which runs a website ?dedicated
to the life and art of Mr. Guccione.?

Mr. Frommer, who first uncovered the photos, slides and personal
letters in an abandoned storage locker in Englewood, N.J., in
2012, later acquired a trove of other Penthouse-related items in
Arizona, including paintings and drawings by Mr. Guccione, who
considered himself an artist, the report related.

Mr. Frommer, who's reportedly interested in buying Penthouse
himself, has been offering those items for sale, as the Guccione
Collection, on its website, the report said.

On Sept. 25, the Guccione Collection sued FriendFinder in
bankruptcy court, the report further related.  The company is
seeking a declaration that it hasn't infringed on any of
FriendFinder's copyrights.

                    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.


FURNITURE BRANDS: Objections to Bidding Procedures Filed
--------------------------------------------------------
BankruptcyData reported that multiple parties -- including the
U.S. Trustee assigned to the Furniture Brands International case,
Brixmor Property Group, Federal Realty Investment Trust, National
Retail Properties, Weingarten Realty Investors and Kimco Realty
Corporation -- filed with the U.S. Bankruptcy Court separate
objections to Furniture Brands International's motion for orders
(i) approving (a) bidding procedures, (b) form and manner of
notices and (c) form of asset purchase agreement, including bid
protections; (ii) scheduling dates to conduct auction and hearing
to consider final approval of sale, including treatment of
executory contracts and unexpired leases; (iii) granting related
relief and (iv) (a) approving the sale of substantially all of
acquired assets, (b) authorizing assumption and assignment of
executory contracts and unexpired leases and (c) granting related
relief.

The U.S. Trustee asserts, "The Debtors have agreed to pay to the
Stalking Horse Purchaser a Breakup Fee of $6 million and an
Expense Reimbursement in the event that the APA is terminated,
subject to the conditions set forth in the APA. The requested
Breakup Fee (even before consideration of the Expense
Reimbursement) appears to total approximately 7% of the cash
component of the $166 million purchase price (estimated at $84.3
million, after a credit bid of (i) $49.7 million for the
Prepetition Term loan, (ii) $2 million for the DIP Termination Fee
and (iii) an estimated $30 million to satisfy the DIP loan). The
amount of the Breakup Fee is excessive when measured against the
cash component of the purchase price....In addition, the proposed
order attached to the Motion provides that the break-up fee will
be treated as a superpriority administrative expense. The granting
of superpriority status to a break-up fee is not authorized by the
Bankruptcy Code....The proposed bidding procedures provide that
only the Debtors, the Committee, the Stalking Horse Purchaser, and
any other Qualified Bidder, along with their representatives,
financial advisors, and counsel, shall be permitted to attend the
auction. Local Rule 6004-1 (c) (ii) states that unless otherwise
ordered by the Court, the sale procedures order shall provide that
'the auction be conducted openly and all creditors will be
permitted to attend.' The Debtors have not sought, nor does there
appear to be justification for waiver of this requirement in this
case."

                      About Furniture Brands

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

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

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

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

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


FURNITURE BRANDS: US Trustee Rips Breakup Fee in Ch. 11 Sale
------------------------------------------------------------
Law360 reported that the U.S. trustee's office on Sept. 25 took
issue with a proposed $6 million breakup fee attached to Oaktree
Capital Management's $166 million stalking horse bid for bankrupt
Furniture Brands International Inc., arguing it's too high given
the cash portion of the deal.

According to the report, U.S. Trustee Roberta A. DeAngelis
contended that the breakup fee amounts to 7 percent of the $84.3
million cash component of Oaktree's bid, a total the bankruptcy
watchdog called excessive, according to her motion in Delaware
bankruptcy court.

                       About Furniture Brands

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

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

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

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

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


GANNETT CO: Proposed $1-Bil. Senior Notes Get Moody's Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Gannett, Inc.'s
proposed $1 billion of senior unsecured notes. Proceeds from the
new notes will be used to fund the pending Belo acquisition which
recently received shareholder approval. Upon funding, proceeds
will be held in escrow to be applied at the closing of the Belo
transaction expected later this year. In addition, Moody's
assigned Ba1 to the company's recently extended senior unsecured
bank credit facilities and affirmed the Ba1 Corporate Family
Rating, Ba1-PD Probability of Default Rating, Ba2 Issuer Rating.
The Speculative Grade Liquidity (SGL) Rating was changed to SGL -1
from SGL -- 2 and the outlook remains negative.

Assigned:

Issuer: Gannett Co., Inc.

New $1,000 million of Guaranteed Senior Unsecured Notes: Assigned
Ba1, LGD3 -- 40%

$1,200 million guaranteed senior unsecured revolver due 2018:
Assigned Ba1, LGD3 -- 40%

$155 million guaranteed senior unsecured term loan due 2018:
Assigned Ba1, LGD3 -- 40%

Upgraded:

Issuer: Gannett Co., Inc.

Speculative Grade Liquidity Rating: Upgraded to SGL -- 1 from SGL
-- 2

Affirmed:

Issuer: Gannett Co., Inc.

Corporate Family Rating: Affirmed Ba1

Probability of Default Rating: Affirmed Ba1-PD

Issuer Rating, Affirmed Ba2

Commercial Paper: Affirmed NP

Guaranteed Senior Unsecured Regular Bonds/Debentures: Affirmed
Ba1, LGD3 -- 40%

Senior Unsecured Shelf: Affirmed (P)Ba2

Outlook Actions:

Issuer: Gannett Co., Inc.

Outlook is Negative

To be withdrawn

Issuer: Gannett Co., Inc.

EXISTING Guaranteed Senior Unsecured Bank Credit Facilities: Ba1,
LGD3 -- 40%

Ratings Rationale:

Gannett's Ba1 Corporate Family Rating  incorporates the increase
in debt balances to fund the Belo acquisition for $2.2 billion
including $1.5 billion of cash and $715 million of assumed debt.
Ratings are supported by sizable cash flow generated from a large
and geographically diverse portfolio of newspaper/publishing,
broadcast and digital businesses, above average industry margins,
high leverage, and good local brand recognition, content
infrastructure, and advertiser relationships. These strengths are
tempered by ongoing competition for consumers and advertising that
Moody's believes will continue to create revenue challenges
despite Gannett's efforts to exploit content across a broad range
of traditional and digital channels. Advertising also accounts for
the majority of revenues and is exposed to cyclical downturns. The
revenue pressure in publishing is a significant rating overhang.
Debt reduction may be necessary to prevent credit metrics from
eroding and to sustain the rating.

Gannett's debt-to-EBITDA leverage (LTM 6/30/13 incorporating
Moody's standard adjustments and the average of the last two years
of broadcast operations, excluding the minority interest share of
CareerBuilder's estimated EBITDA, and prior to synergies) will
increase to a high 3x range from 2.7x as a result of the
acquisition of Belo Corp. (Ba2 CFR, developing outlook). Moody's
projects debt-to-EBITDA leverage will decline to a mid-to-low 3x
range within two years of the acquisition close (Gannett expects
to close by the end of 2013) through debt reduction (including
unfunded pension liabilities) and modest EBITDA gains resulting
from the company's growth initiatives and acquisition synergies.
Moody's expects the pace of acquisitions in the local television
broadcast industry to remain brisk due to a combination of factors
including the potential to realize scale, diversity and synergy
benefits, historically modest borrowing costs, and a number of
willing sellers. Moody's anticipates Gannett will remain
opportunistic with possible future transactions potentially
slowing the pace of leverage reduction. Moody's expects Gannett to
continue to generate significant free cash flow (roughly $500
million annually), although ongoing share repurchases will utilize
cash that could otherwise fund acquisition debt repayment. The
Speculative Grade Liquidity (SGL) Rating was changed to SGL -- 1
from SGL -- 2 reflecting the issuance of new notes and very good
liquidity pro forma for the Belo acquisition.

The negative rating outlook reflects the potential for a downgrade
if additional acquisitions, deterioration in the publishing
business, or difficulty fully translating synergies into higher
EBITDA prevent Gannett from quickly reducing the elevated leverage
post-acquisition. The negative rating outlook also factors in
Moody's expectation for moderate U.S. economic growth and a
continued good liquidity position. Gannet's ratings could be
lowered if liquidity weakens, free cash flow-to-debt is below 10%
or debt-to-EBITDA is above 3.25x (metrics incorporating Moody's
standard adjustments and broadcast operations on a two-year
average, and excluding the minority interest share of
CareerBuilder's estimated EBITDA). The aforementioned credit
metrics to maintain the Ba1 CFR could be tightened if publishing
revenue declines, although an increase in relative exposure to
less secularly-challenged broadcast and digital businesses could
mitigate such a shift. An increase in leverage due to
acquisitions, share repurchases or asset separations could create
downward rating pressure. An upgrade is unlikely over the next 12-
18 months due to the elevated leverage. Moody's could change the
rating outlook to stable if Gannett is able to reduce and sustain
debt-to-EBITDA leverage below 3.25x and maintain free cash flow-
to-debt of at least 10%. Gannett would also need to maintain good
liquidity including a meaningful cushion under its credit facility
financial covenants, proactively manage its debt
maturities/pension obligations, and demonstrate sustained revenue
stability.

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

Gannett Co, Inc., headquartered in McLean, VA, is a diversified
local newspaper/publisher (61% LTM 6/30/13 reported revenue pro
forma for the Belo acquisition) and broadcast operator (27% of
revenue) that also has ownership interests in a number of digital
ventures (12% of revenue) including a 52.9% stake in
CareerBuilder, which is fully consolidated in Gannett's financial
statements. Gannett announced on June 13th that it was acquiring
Belo for approximately $2.2 billion (including debt assumed) in an
all-cash transaction that the company expects to close by the end
of 2013. Revenue for the LTM 6/30/13 period pro forma for the Belo
acquisition was approximately $6.1 billion.


GANNETT CO: S&P Rates $500MM Senior Notes Due 2023 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned McLean, Va.-based
newspaper publisher and TV broadcaster Gannett Co. Inc.'s proposed
issuance of $500 million senior notes due 2019 and $500 million
senior notes due 2023 an issue-level rating of 'BB', with a
recovery rating of '3'.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  Issue proceeds will help prefund the proposed
acquisition of Belo Corp., which S&P expects will close in late
2013.

The rating on Gannett Co. reflects its exposure to unfavorable
secular trends affecting newspaper advertising and circulation,
and the more stable trends of TV broadcasting, notwithstanding the
shift of viewers to alternative media for news and entertainment.
We expect that Gannett will reduce debt leverage over the next few
years, after the transaction is consummated.  S&P views Gannett's
business risk profile as "fair," according to its criteria,
largely because of its expectation that the declines in high-
margin newspaper advertising revenue will continue for the
foreseeable future as a result of unfavorable industry
fundamentals.  S&P views Gannett's financial risk profile as
"significant," because of elevated pro forma debt leverage,
incorporating the proposed debt-financed acquisition of Belo Corp.

In June 2013, Gannett entered into a definitive agreement to
acquire Belo Corp. for $2.2 billion, including the assumption of
$715 million in debt.  S&P believes that the purchase will
slightly improve the company's business position because
broadcasting will account for a higher proportion of pro forma
cash flow.  Gannett will become the fourth largest owner of major
network-affiliated TV stations, and S&P expects the EBITDA
contribution from the broadcasting and digital segments will
approach two-thirds of the pro forma total in 2013, reducing the
exposure to the structural decline in newspaper print advertising.
Belo Corp.'s shareholders approved the sale on Sept. 25, 2013.
The transaction is subject to Department of Justice and FCC
approval.

The rating outlook is positive, reflecting S&P's expectation that
Gannett will reduce debt leverage as the company gradually
realizes acquisition synergies and lowers debt levels.  S&P could
raise its rating on the company to 'BB+' if it becomes convinced
that the company will be able to reduce pro forma debt to
trailing-eight-quarter average EBITDA (adjusted for operating
leases and underfunded pension obligations and excluding revenue
and cost synergies) from the high-3x area to below 3x in 2014 and
maintain that level; that the pace of erosion of newspaper revenue
will not markedly accelerate; and that Gannett will balance
shareholder returns and acquisitions with debt repayment.

RATINGS LIST

Gannett Co. Inc.
Corporate Credit Rating           BB/Positive/--

Gannett Co. Inc.
$500M senior notes due 2019       BB
   Recovery Rating                 3
$500M senior notes due 2023       BB
   Recovery Rating                 3


GATEHOUSE MEDIA: Files Prepackaged Chapter 11 Bankruptcy Petition
-----------------------------------------------------------------
GateHouse Media, Inc. and certain of its subsidiaries, comprising
one of the largest publishers of locally based print and online
media in the United States, have commenced voluntary chapter 11
bankruptcy proceedings in the United States Bankruptcy Court for
the District of Delaware.

Concurrently with the bankruptcy filing, GateHouse filed and
requested confirmation of a joint prepackaged plan of
reorganization.

GateHouse announced on September 11, 2013, that it had entered
into a plan support agreement with the administrative agent and
certain lenders under its 2007 secured credit facility, including
certain affiliates of GateHouse, which contemplated a
comprehensive restructuring of approximately $1.2 billion of debt
scheduled to come due in August 2014.

According to Michael Reed, director and chief executive officer,
the bankruptcy filing was a strategic decision to facilitate this
restructuring, and not a reflection of any operational
difficulties on the part of GateHouse.

"We have complied with and are current with all our obligations,"
he said, "but with the challenges facing our industry and the
impending maturity of our secured debt next year, we needed to be
proactive in exploring options to restructure our debt,
recapitalize, and position ourselves for future growth.  The
prepackaged plan proposes a 'balance-sheet restructuring,' by
which GateHouse will emerge from bankruptcy with much less debt on
its balance sheet, but with its business operations completely
intact.  Upon emergence, we will be under common ownership with
Local Media Group, a company with a strong community media
presence and performance that operates eight daily community
newspapers and thirteen weeklies.  Joining with Local Media Group
will be an important step in growing our business and will
contribute to our future success as the pre-eminent source for
locally focused content, covering and serving our subscribers,
advertisers and customers through print, online and other digital
products, including mobile applications."

Pursuant to its plan support agreement, GateHouse solicited votes
on the plan over the past week from holders of claims under its
2007 secured credit facility and certain related interest rate
swaps.  The plan was accepted by the only impaired class of
creditors entitled to vote on it.  Specifically, 79 out of the 80
holders of secured debt entitled to vote holding an aggregate
amount of $1,199,317,153 (representing 99.99% of the total secured
debt) voted to accept the plan.  No creditors voted to reject the
plan.

Pension, trade and all other unsecured creditors of GateHouse
would not be impaired under the prepackaged plan, and their votes
were not solicited.  GateHouse's common stock would be canceled
under the plan, and holders of secured debt would have the option
of receiving a cash distribution equal to 40% of their claims, or
stock in New Media Investment Group Inc., a new holding company
that will own GateHouse and Local Media Group.

GateHouse, which operates in 330 markets across 21 states, intends
to continue to operate its business without interruption as a
"debtor-in-possession" under the jurisdiction of the bankruptcy
court.  According to Reed, GateHouse has sufficient cash to
operate during the chapter 11 process and does not need, nor does
it intend to obtain, debtor-in-possession financing.

"We don't believe our customers, vendors, or employees will notice
any change on our day-to-day operations as a result of the
bankruptcy," he said.  "From an operational standpoint, it's
business as usual."

Houlihan Lokey Capital Inc. is acting as financial advisor to
GateHouse, and Young Conaway Stargatt & Taylor, LLP is acting as
its legal counsel.

Additional information is available at GateHouse's restructuring
website at http://dm.epiq11.com/gatehousemedia

                       About GateHouse Media

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

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


GATEHOUSE MEDIA: Newcastle Approves Plan to Spin Off Media Assets
-----------------------------------------------------------------
Newcastle Investment Corp. on Sept. 27 disclosed that its Board of
Directors has unanimously approved a plan to spin off its media
assets, which include an interest in GateHouse Media, Inc. and
100% ownership of Local Media Group, Inc.  Newcastle intends to
effect the spin-off in early 2014 by distributing shares of its
subsidiary New Media Investment Group Inc.  New Media will be a
publicly traded company primarily focused on investing in a high
quality, diversified portfolio of local media assets and on
growing its online advertising and digital marketing businesses.

On September 27, 2013, GateHouse commenced voluntary chapter 11
proceedings under the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware pursuant to a
prepackaged plan of reorganization for which Newcastle is acting
as sponsor.  As a result of the transactions contemplated by the
Plan, New Media will own the reorganized GateHouse and Local Media
on the effective date of the Plan.

New Media has filed a registration statement with the U.S.
Securities and Exchange Commission with respect to the planned
spin-off.  The spin-off is subject to certain conditions, such as
the approval of the Plan by the Bankruptcy Court, the declaration
of New Media's registration statement effective by the SEC, the
filing and approval of an application to list New Media's common
stock on the NYSE and the formal declaration of the distribution
by the Board of Directors.  In evaluating the spin-off, the
independent members of Newcastle's Board of Directors were advised
by Houlihan Lokey.

                         About Newcastle

The Company focuses on opportunistically investing in, and
actively managing, real estate related assets and primarily
invests in two distinct areas: (1) Senior Housing Assets and (2)
Real Estate & Other Debt.  The Company conducts its operations to
qualify as a real estate investment trust ("REIT") for federal
income tax purposes.  The Company is managed by an affiliate of
Fortress Investment Group LLC, a global investment management
firm.

                       About GateHouse Media

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

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


GATEHOUSE MEDIA: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GateHouse Media, Inc.
        aka Liberty Group Publishing, Inc.
        350 WillowBrook Office Park
        Fairport, NY 14450
        MONROE, NY

Case No: 13-12503

Type of Business: GateHouse Media Inc. and its subsidiaries
                  publish and distribute content and advertising
                  through different media channels, including
                  daily and weekly print newspapers and shoppers,
                  web and mobile based sites, and yellow page
                  directories.

52 Debtor-affiliates filing separate Chapter 11 petitions:

        Case No.     Debtor Entity
        --------     -------------
        13-12504     Gatehouse Media Intermediate Holdco, Inc.
        13-12505     Gatehouse Media Holdco, Inc.
        13-12506     Gatehouse Media Operating, Inc.
        13-12507     Copley Ohio Newspapers, Inc.
        13-12508     Enhe Acquisition, LLC
        13-12509     Enterprise Newsmedia Holding, LLC
        13-12510     Enterprise Newsmedia, LLC
        13-12511     Enterprise Publishing Company, LLC
        13-12512     Gatehouse Media Arkansas Holdings, Inc.
        13-12513     Gatehouse Media California Holdings, Inc.
        13-12514     Gatehouse Media Colorado Holdings, Inc.
        13-12515     Gatehouse Media Connecticut Holdings, Inc.
        13-12516     Gatehouse Media Corning Holdings, Inc.
        13-12517     Gatehouse Media Delaware Holdings, Inc.
        13-12518     Gatehouse Media Directories Holdings, Inc.
        13-12519     Gatehouse Media Florida Holdings, Inc.,
        13-12520     Gatehouse Media Freeport Holdings, Inc.
        13-12521     Gatehouse Media Illinois Holdings, Inc.
        13-12522     Gatehouse Media Illinois Holdings II, Inc.
        13-12523     Gatehouse Media Iowa Holdings, Inc.
        13-12524     Gatehouse Media Kansas Holdings, Inc.
        13-12525     Gatehouse Media Kansas Holdings II, Inc.
        13-12526     Gatehouse Media Lansing Printing, Inc.
        13-12527     Gatehouse Media Louisiana Holdings, Inc.
        13-12528     Gatehouse Media Management Services, Inc.
        13-12529     Gatehouse Media Massachusetts I, Inc.
        13-12530     Gatehouse Media Massachusetts II, Inc.
        13-12531     Gatehouse Media Michigan Holdings, Inc.
        13-12532     Gatehouse Media Michigan Holdings II, Inc.
        13-12533     Gatehouse Media Minnesota Holdings, Inc.
        13-12534     Gatehouse Media Missouri Holdings, Inc.
        13-12535     Gatehouse Media Missouri HOldings II, Inc.
        13-12536     Gatehouse Media Nebraska Holdings, Inc.
        13-12537     Gatehouse Media Nebraska Holdings II, Inc.
        13-12538     Gatehouse Media Nevada Holdings, Inc.
        13-12539     Gatehouse Media New York Holdings, Inc.
        13-12540     Gatehouse Media North Dakota Holdings, Inc.
        13-12541     Gatehouse Media Ohio Holdings, Inc.
        13-12542     Gatehouse Media Oklahoma Holdings, Inc.
        13-12543     Gatehouse Media Pennsylvania Holdings, Inc.
        13-12544     Gatehouse Media Suburban Newspapers, Inc.
        13-12545     Gatehouse Media Tennessee Holdings, Inc.
        13-12546     Gatehouse Media Ventures, Inc.
        13-12547     George W. Prescott Publishing Company, LLC
        13-12548     Liberty SMC, LLC
        13-12549     Low Realty, LLC
        13-12550     LRT Four Hundred, LLC
        13-12551     Mineral Daily News Tribune, Inc.
        13-12552     News Leader, Inc.
        13-12553     Surewest Directories
        13-12554     Terry Newspapers, Inc.
        13-12555     The Peoria Journal Star, Inc.

Chapter 11 Petition Date: September 27, 2013

Court: U.S. Bankruptcy Court District of Delaware

Judge: Mary F. Walrath

Debtors'
Local
Counsel:          Patrick A. Jackson
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  302-571-6600
                  E-mail: bankfilings@ycst.com

                         - and -

                  Pauline K. Morgan
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  302 571-6600
                  Fax : 302-571-1253
                  E-mail: bankfilings@ycst.com

Debtors'
General
Bankruptcy
Counsel:          YOUNG CONAWAY STARGATT & TAYLOR, LLP

Debtors'
Financial
Advisor:          HOULIHAN LOKEY CAPITAL, INC.

Debtors'
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $433.70 million as of June 30, 2013
Total Debts: $1.2 billion as of June 30, 2013

The petitions were signed by Michael E. Reed, chief executive
officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Name of Creditor               Nature of Claim       Amount
   ----------------               ---------------     -----------
Kruger Inc.                         Trade              $1,205,621
3285 Chemin Bedford
Montreal Quebec H3S 1G5
Canada
Attn: Paul A. Pepper
Fax: 514-343-3132

Boston Globe                        Trade                $232,746

Gannett CNY Product                 Trade                $182,274
Facility

Publishers Circulation              Trade                $161,369

Southern Lithoplate Inc.            Trade                $154,178

Monster Wordwide Inc.               Trade                 $96,035

Gannett Offset                      Trade                 $90,424

Preferred Marketing Solutions       Trade                 $84,694

Anacoil Corporation                 Trade                 $74,956

Pantagraph                          Trade                 $72,441

Providence Journal                  Trade                 $70,867

Hutchinson Publishing Co.           Trade                 $68,329

Resolute FP US Inc.                 Trade                 $59,291

House of Print                      Trade                 $50,883

Boostability                        Trade                 $50,533

Kopco, Inc. - Kansas Offset         Trade                 $48,637
Printing Co., Inc.

Digital Media Communications        Trade                 $47,682

Turn-Key Solutions                  Trade                 $45,075

Verizon Wireless                    Trade                 $43,810

Salesforce.com, Inc.                Trade                 $43,493

US Ink                              Trade                 $42,874

Sun Chemical                        Trade                 $41,278

Freeport Press Inc.                 Trade                 $32,950

Vsplash Techlabs LLC                Trade                 $32,873

Walsworth Publishing Co., Inc.      Trade                 $28,335

Central Ink Inc.                    Trade                 $28,261

Saxotech, Inc.,                     Trade                 $27,500

Port Arthur News                    Trade                 $26,290

Universal uclick                    Trade                 $25,553

Advantage Marketing Consultants     Trade                 $24,160
Inc.


GENERAL MOTORS: Government Sells More Shares
--------------------------------------------
Global Post reported that the U.S. government is starting another
phase of selling off its General Motors stock after cutting its
stake in the automaker to just over 7 per cent.

According to the report, the Treasury Department says it still
owns 101.3 million GM shares. It got 912 million shares, a 60.8
per cent stake in the company, in exchange for a $49.5 billion
bailout of GM in 2009. So far taxpayers have recovered about $36
billion. That means they're still around $13.5 billion in the
hole.

To break even, the remaining shares would have to sell for about
$133 each, the report related.  At Sept. 27 price of $36.95, the
government would get about $3.7 billion more. So taxpayers are
likely to lose around $10 billion on the deal.

The Treasury plans to sell all of its shares by April 1, the
report added.

The bailout was authorized under both the Bush and Obama
administrations during the financial crisis in 2008 and 2009, the
report further related.  At the time GM's sales had plummeted and
it nearly ran out of cash to make payroll and service billions of
dollars in debt.

                       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.


GFI COMMERCIAL: Class B Partners Loses District Court Appeal
------------------------------------------------------------
CLASS B LIMITED PARTNER COMMITTEE, Appellant, v. JOHN F. SAMPSON,
Liquidator, Appellee, Case No. C 12-05241 SI (N.D. Calif.), is an
appeal by the Class B Limited Partner Committee from four orders
entered by the Hon. Thomas E. Carlson of the Bankruptcy Court for
the Northern District of California:

     (1) Order Denying Committee of Class B Limited Partner's
         Motion to Surcharge Liquidator for Investment Loss;

     (2) Order Approving Application for Approval of
         Compensation and Expense Reimbursement by Chapter 11
         Liquidator;

     (3) Order Approving Application for Compensation and
         Reimbursement of Expenses for Wendel, Rosen, Black &
         Dean, LLP as Counsel for Liquidator; and

     (4) Order Denying Motion for Reconsideration.

On review, District Judge Susan Illston affirmed the bankruptcy
court's orders in an Aug. 29, 2013 Order available at
http://is.gd/ScJu3afrom Leagle.com.

GFI Commercial Mortgage, L.P. was a partnership that owned
commercial mortgages and issued bonds based on those mortgages.
GFI filed for chapter 11 bankruptcy on Sept. 30, 1996.  Two years
later, the bankruptcy court issued an order confirming the
debtor's second amended plan of reorganization.  John Sampson
serves as liquidator pursuant to the terms of the Plan.

The Class B Limited Partners were the beneficiaries of the
liquidation of the reorganized debtor's assets.  According to the
Plan, the Class B Limited Partner Committee was formed to
represent the common interests of the Class B Limited Partners and
consisted of three members who would initially serve three-year
terms.

Class B Limited Partner Committee is represented by John G.
Warner, Esq., of Law Office of John G. Warner, at 21 Tamal Blvd.
#196, Corte Madera CA 94925-1146.

GFI Commercial Mortgage, LLP is represented by Robert A.
Greenfield, Esq. -- RGreenfield@Stutman.com -- of Stutman Treister
& Glatt as well as Robert E. Izmirian, Esq. --
rizmirian@buchalter.com -- -- of Buchalter Nemer Fields and
Younger & William McGrane, McGrane LLP.

John F. Sampson is represented by Elizabeth Berke-Dreyfuss, Esq.
-- EDreyfuss@wendel.com , Michael D. Cooper, Esq. --
MCooper@wendel.com -- and Jeffrey Cliff Wurms Esq. of Wendel Rosen
Black & Dean LLP; as well as Katherine Dolores Ray, Esq., of
Goldberg, Stinnett, Davis & Linchey, Merle Cooper Meyers, Meyers
Law Group, PC.  The Goldberg Stinnett firm's business address is
44 Montgomery St. Ste 850, San Francisco, CA 94104, with phone no.
(415)362-5045 and fax no. (416)362-2392.

The U.S. Trustee is represented in the action by Minnie Loo, Esq.
-- minnie.loo@usdoj.gov -- of the U.S. Dept of Justice, Office of
US Trustee & Stephen Lawrence Johnson, Esq., of the U.S.
Attorney's Office.


GMJ GLOBAL: Court Allows IGT Inc. to Setoff
-------------------------------------------
Christopher J. Redmond, the Chapter 11 Trustee of Sports
Associated Transportation, Inc., sued IGT Inc. to recover $87,339
that IGT owes the Debtor.  IGT responded with its counterclaim
against the Debtor for $408,788 and requested that the Court set-
off the debts pursuant to 11 U.S.C. Sec. 553.  IGT also asserted
the doctrine of recoupment.  IGT timely filed the Motion for
Summary Judgment.

In a Sept. 24, 2013 Memorandum Opinion and Order available at
http://is.gd/FVDLNbfrom Leagle.com, Kansas Bankruptcy Judge
Robert D. Berger granted judgment entered in favor of IGT.  The
claims by the Debtor against IGT and the claims by IGT against the
Debtor arose before the commencement of the case and were mutual
debts preserved and subject to setoff under Sec. 553, Judge Berger
said.  Therefore, IGT is entitled to set off the claims by the
Debtor against IGT's claims.  IGT's allowed claim against the
estate is the difference between $408,788 and $87,339, or
$321,449. Post-setoff, IGT has no liability to the estate. Since
the issue of setoff is resolved in IGT's favor, the Court does not
address IGT's other argument under the doctrine of recoupment.

IGT manufactures and distributes gambling devices and related
products.  IGT's manufacturing facility is located in Reno,
Nevada. The Debtor contracted with various carriers to transport
IGT's products.  The carriers would then send their invoices to
Debtor, who would add a broker's fee and forward the invoices to
IGT.

The case is, Christopher J. Redmond, Chapter 11 Trustee of Debtor
Sports Associated Transportation, Inc., Plaintiff, v. IGT, INC.,
Defendant, Adv. Proc. No. 12-06078 (Bankr. D. Kan.).

GMJ Global Logistics, Inc., based in Kansas City, Kansas, and
several affiliates sought Chapter 11 bankruptcy (Bankr. D. Kan.
Lead Case No. 12-20078) on Jan. 16, 2012.  Jonathan A. Margolies,
Esq., at McDowell Rice Smith & Buchanan, PC, served as counsel to
the Debtors.  GMJ Global Logistics estimated under $50,000 in
assets and $10 million to $50 million in debts.  A list of the
COmpany's 13 largest unsecured creditors filed with the petition
is available for free at http://bankrupt.com/misc/ksb12-20078.pdf
The petition was signed by George M. Hersh, II, CEO.

The affiliates that simultaneously filed Chapter 11 petitions were
Sports Associated, Inc. (Case No. 12-20079); ONeil Moving &
Storage, Inc. (Case No. 12-20080); ONeil Moving Systems, Inc.
(Case No. 12-20081); ONeil Relocation-Kansas City, Inc. (Case No.
12-20082); Sports Associates Warehousing, Inc. (Case No. 12-
20083); Sports Associated Transportation, Inc. (Case No. 12-
20084); Corporate Relocation Services, LLC (Case No. 12-20085);
Topeka Transfer & Storage, Inc. (Case No. 12-20086); Capital City
Distribution, Inc. (Case No. 12-20087); and Sports 635, LLC (Case
No. 12-20088).


GRUPO ACP: Unveils Results of Consent Solicitation for Waivers
--------------------------------------------------------------
Grupo ACP Inversiones y Desarrollo on Sept. 26 disclosed that, in
connection with its solicitation of consents from holders of
record as of September 12, 2013 of its outstanding $85.0 million
aggregate principal amount of 9.00% Notes due 2021 (ISIN
XS0611909291, Common Code: 061190929) for the purpose of obtaining
waivers relating to certain defaults under the Indenture, dated as
of March 30, 2011, as amended by the first supplemental indenture,
dated as of March 21, 2013 by and among Grupo ACP, as issuer,
Citibank, N.A., London Branch, as trustee, registrar and paying
agent, and Dexia Banque Internationale a Luxembourg, societe
anonyme, as Luxembourg transfer agent and paying agent, governing
the Notes, it has received validly executed consents from Holders
representing a majority of the aggregate principal amount
outstanding of Notes as of 5:00 p.m. Central European Time, on
September 26, 2013.

Accordingly, the Waivers became effective as of 5:00 p.m., Central
Europe time, on September 26, 2013.  All current Holders of Notes,
including non-consenting Holders, and all subsequent Holders will
be bound by the Waivers.  Consents that were delivered at or prior
to the Effective Time may not be withdrawn or revoked, except as
required by law.  Holders of the Notes who provided Consents will
be eligible to receive a consent fee of $3.75 per $1,000 principal
amount of Notes for which Consents were received on or prior to
the Consent Date.

The effect of the Waivers is to waive (i) the default in the
Maximum Debt Ratio, for the 12-month period from June 30, 2013
until June 30, 2014 (for the avoidance of doubt, compliance will
be required to be measured based on the financial statements as of
June 30, 2014); and (ii) the anticipated default in the Dividend
to Financial Expense Ratio (as defined in the Indenture) as of
December 31, 2013 (for the avoidance of doubt, annual compliance
will be required to be measured based on the financial statements
as of and for the 12 months ended December 31, 2014).  Grupo ACP
has undertaken to strengthen its capital structure through a
primary and secondary equity offering of Grupo ACP Corp. S.A.A.
that is currently in process and it believes that after giving
effect to such equity offering it will come into compliance with
the Maximum Debt Ratio and the Dividend to Financial Expense
Ratio.

Holders with questions regarding the Consent Solicitation may
contact Bondholder Communications Group, LLC, the information and
tabulation agent, at: +44 (0) 20 7382-4580 (London) or +1 (212)
809-2663 (New York); or Citigroup Global Markets Inc., the
Solicitation Agent at (800) 558-3745 (U.S. toll free) or (212)
723-6108 (collect), Attn: Liability Management Group.

                          About Grupo ACP

Grupo ACP is a financial services holding company focused on micro
businesses in Peru, Mexico, Brazil and other Latin American
countries.  It is organized as an asociacion civil sin fines de
lucro (not-for-profit association) headquartered in Lima, Peru.


GUILDMASTER INC: First Amended Plan Confirmed
---------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court entered an
order confirming GuildMaster's First Amended Plan of
Reorganization, dated July 10, 2013 and modified September 13,
2013.

GuildMaster's C.E.O., Steve Crowder, states, "We are ecstatic
about the future direction and the new opportunities of our all-
new company. Buyers will start to see a number of exciting new
marketing, product and operational changes at GuildMaster this
fall, as we leverage what GuildMaster has always done well....We
have weathered 20 months of navigating a raging storm but the
storm has passed, the seas are calm, the dawn is breaking and the
wind is blowing steadily on our backs," Crowder added.  "We have
the same phenomenal team of retailers, sales representatives,
suppliers, employees and management, and we are proud to say that
the new GuildMaster is standing in victory today as a stable and
energized company."

GuildMaster, Inc., also known as Decorize, Inc., filed a Chapter
11 petition (Bankr. W.D. Mo. Case No. 12-62234) on Dec. 13, 2012.
Attorneys at Stinson Morrison Hecker serve as counsel to the
Debtor.  The Debtor disclosed $3,426,296 in assets and $3,556,713
in liabilities.


HEARUSA INC: Siemens Settles Class Action Over Stock Price
----------------------------------------------------------
Law360 reported that Siemens Hearing Instruments Inc. on Sept. 26
settled a putative class action filed by former HearUSA
stockholders who accused Siemens of artificially deflating
HearUSA's stock price to acquire the bankrupt company on the
cheap, according to an order filed in New Jersey federal court.

According to the report, MTB Investment Partners LP, a New York-
based investment fund, has struck a tentative agreement with
Siemens Hearing over its claim that Siemens sunk HearUSA's stock
price by claiming in public filings that it had no intent to
acquire the company.

The case is MTB INVESTMENT PARTNERS, LP v. SIEMENS HEARING
INSTRUMENTS, INC., Case No. 2:12-cv-00340 (D.N.J.) before Judge
Susan D. Wigenton.  The case was filed on January 17, 2012.

                        About HearUSA Inc.

HearUSA, Inc., which sold hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S, absent higher and better offers.

As a result of competitive bidding and auction, HearUSA's business
was sold to Siemens Hearing Instruments Inc., the principal
supplier and primary secured lender, for a price calculated at the
time to produce $39.7 million for common shareholders.  HearUSA
said the Siemens acquisition was worth $129 million, plus the
waiver of a distribution on the 6.4 million shares of HearUSA
stock that Siemens owned.

The liquidating Chapter 11 plan was confirmed in May 2012 and
implemented in June.  Following the sale, the Debtor changed its
name to "HUSA Liquidating Corporation".

The Debtor said that assets are $65.6 million against debt of
$64.7 million as of March 31, 2010.  HearUSA owed $31.3 million to
Siemens.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor and Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.


HELLER EHRMAN: Deal with Greenbert Traurig $5M OK'd
---------------------------------------------------
Law360 reported that a California federal judge on Sept. 24
approved a $4.9 million settlement to Heller Ehrman LLP, ending
its long battle with Greenberg Traurig LLP stemming from
allegations the latter firm hid a conflict of interest when
representing Heller as it filed for bankruptcy in 2008.

According to the report, U.S. Bankruptcy Judge Dennis Montali
signed the order finalizing the settlement, in which the parties
agreed Greenberg would pay Heller Ehrman but admit to no
wrongdoing, according to an order filed on Sept. 25.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.


HERON LAKE: Eco-Energy to Buy All Ethanol Output of Minn. Plant
---------------------------------------------------------------
Heron Lake BioEnergy, LLC, finalized an Ethanol Marketing
Agreement dated Sept. 17, 2013, with Eco-Energy, LLC, under which
Eco-Energy will purchase the entire ethanol output of the
Company's Heron Lake, Minnesota, ethanol production plant.

Eco-Energy is required to use commercially reasonable efforts to
solicit competitive market offers for the ethanol purchased from
the Company and to use reasonable efforts to optimize freight,
fuel characteristics, and other marketing tools to provide
competitive market pricing for the Company's ethanol production.
The Company will pay Eco-Energy a marketing fee for its services
under the Marketing Agreement, as well as a lease fee for railcars
leased from Eco-Energy to the Company.  The term of the Marketing
Agreement will commence on Nov. 1, 2013, and will continue through
Dec. 31, 2016, with automatic renewals for additional consecutive
terms of three years unless either party provides written notice
to the other at least three months prior to the end of the term or
the renewal term.

                          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.


HOKU MATERIALS: HGP Retained to Oversee Online Sale of Idaho Plant
------------------------------------------------------------------
Heritage Global Partners, in partnership with Reich Bros., BidItUp
and Maynards, on Sept. 26 disclosed that they have been retained
by Trustee Gary L. Rainsdon, Subject to U.S. Bankruptcy Court
Approval, to oversee a Chapter 7 (bk case #4:13-bk-40838) bulk and
piecemeal online sale of the Hoku Materials polysilicon plant in
Pocatello, ID.  The sale is slated for October 23rd, following an
October 21-22 public preview.

The cutting-edge manufacturing facility was originally constructed
at a cost of $700 million to produce polysilicon for photovoltaic
modules used in the solar power industry.  The never-used factory
features a power substation capable of providing 100 megawatts of
power, so the plant could also be utilized for refining high
purity copper or manufacturing titanium, among other potential
uses.

Hoku Materials Sale - bulk and piecemeal online sale led by HGP,
Reich Brothers, BidItUp and Maynards

Date: October 23, 2013 (begins 9:00 a.m. MT) Public Preview:
October 21-22 (9:00 a.m. - 4:00 p.m. MT both days) open to
prospective bidders/interested parties Plant Address: 1 Hoku Way,
Pocatello, ID 83204

David Barkoff, Director of Sales at Heritage Global Partners
stated, "The plant is ideal for an opportunistic bulk buyer and
suitable for a host of industries, especially with an on-site 100
megawatt power substation.  We are sincerely hopeful that this
plant can be sold in bulk, hopefully saving lots of jobs for
Pocatello and its surrounding communities.  If for some reason a
bulk buyer does not step up, we are fully prepared to sell the
facility on a piecemeal component basis on October 23."

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners is one of the leading worldwide asset advisory and
auction services firms, assisting companies with buying and
selling assets.  HGP specializes in asset brokerage, inspection,
and valuations, industrial equipment and real estate auctions, and
much more.  HGP is a subsidiary of Heritage Global Inc.

                  About Hoku Materials, Inc.

Headquartered in Pocatello, Idaho, Hoku Materials, Inc.
manufactures, markets, and sells polysilicon for the solar market.
Polysilicon is a purified silicon and semiconducting material
utilized by the solar and integrated circuit industries.  The
company was incorporated in 2007 and is based in Pocatello, Idaho.
Hoku Materials, Inc. operates as a subsidiary of Hoku Corporation.

On July 2, 2013, Hoku Materials, Inc. filed a voluntary petition
for liquidation under Chapter 7 in the U.S. Bankruptcy Court for
the District of Idaho.


HOUSTON REGIONAL: Faces Involuntary Bankruptcy
----------------------------------------------
An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

On Saturday, the petitioning creditors filed papers asking the
Bankruptcy Judge to appoint an independent Chapter 11 trustee "to
conduct a fair and open auction process for the Network's business
assets on a going concern basis," according to a declaration by
Jon D. Litner, President of Comcast Sports Management Services,
LLC, one of the petitioning creditors.

The petitioning creditors stated that as a result of fundamental
disagreement among the partners about the direction and management
of the Network, the Alleged Debtor faces an urgent financial and
corporate governance crisis.  The Network cannot pay its bills as
they come due, cannot raise capital, and cannot make key business
decisions.  To avoid the destruction of the Network's substantial
value, the Alleged Debtor requires the appointment of a Chapter 11
trustee on an emergency basis.

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

The Network also has one general partner --Houston Regional Sports
Network, LLC -- "General Partner" -- which, subject to certain
limitations, exercises exclusive management, supervision, and
control over the Network's properties and business.  The General
Partner's sole purpose is to serve as the Network's general
partner; it has no authority or power to act outside of that role.
The General Partner has three members -- Comcast Owner, JTA
Sports, Inc. -- "Rockets Owner" -- and Astros HRSN GP Holdings LLC
-- "Astros Owner".

According to the petitioning creditors, as a result of the impasse
among the parties, the Network is now insolvent.  They contend
that the Network does have assets -- including the right to
telecast Astros and Rockets games, the right to receive monthly
fees under an affiliation agreement with Comcast Cable
Communications, LLC, for distribution of the Network's Service,
and rights to receive revenue from a few smaller operators that
carry the Service.  These assets, the petitiong creditors assert,
have significant value, the protection of which is the central
purpose of the involuntary bankruptcy filing.

"Comcast Services has substantial concern that if the existing
corporate governance structure remains in place, the Network will
remain encumbered by management deadlock and paralysis and the
Network will be unable to take actions necessary to operate its
business affairs for the benefit of creditors and other
stakeholders," according to Mr. Litner.


IDERA PHARMACEUTICALS: Selling 13.7 Million Common Shares
---------------------------------------------------------
Idera Pharmaceuticals, Inc., is offering 13,727,251 shares of its
common stock and pre-funded warrants to purchase up to an
aggregate of 4,175,975 shares of its common stock.  Each pre-
funded warrant will have an exercise price of $0.01 per share,
will be exercisable upon issuance and will expire seven years from
the date of issuance.

The offering price is $1.55 per share of common stock, and $1.54
per pre-funded warrant.

The Company estimates that it will receive net proceeds of
approximately $25.6 million from the sale of the common stock and
pre-funded warrants, after deducting the underwriting discounts
and commissions and estimated offering expenses payable by the
Company and excluding the proceeds, if any, from the exercise of
the pre-funded warrants issued pursuant to this offering.

Pillar Pharmaceuticals I, L.P., and Pillar Pharmaceuticals II,
L.P., each of which is a current stockholder, or certain of their
affiliated funds have indicated an interest in purchasing an
aggregate of 1,774,193 shares of the Company's common stock in
this offering at the public offering price.

The shares of common stock are listed on the Nasdaq Capital Market
under the symbol "IDRA."

Piper Jaffray & Co. serves as the underwriter of the offering.

A copy of the free writing prospectus is available for free at:

                        http://is.gd/vH3YPz

                    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.


ID PERFUMES: Revokes Share Exchange Agreement with Gigantic
-----------------------------------------------------------
ID Perfumes, Inc., entered into a Rescission Agreement with
Gigantic Parfums Inc. and those members of Gigantic who were
signatories to the Membership Interest and Share Exchange
Agreement dated July 11, 2013.

The Rescission Agreement provides in part that that the terms and
conditions as set forth in the Share Exchange Agreement will be
deemed fully rescinded and the respective benefits, liabilities or
obligations imposed under the Share Exchange Agreement will be
cancelled and made void.

Notwithstanding the foregoing, all outstanding loans due Gigantic
from ID Perfumes ($286,570 as of June 30, 2013) made either prior
to the execution of the Share Exchange Agreement and through the
date of execution of the Rescission Agreement will remain an
outstanding liability of ID Perfumes.  The loans made by Gigantic
to ID Perfumes are non-interest bearing with no repayment terms.

Under the terms of the Share Exchange Agreement, the members of
Gigantic were to receive 253,125 shares of ID Perfumes common
stock.  These shares were never issued and the members of Gigantic
have no claim for the issuance of any shares of ID Perfumes common
stock with respect to any provisions contained in the Share
Exchange Agreement.

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

                        http://is.gd/ADrXq7

                         About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

Goldstein Schechter Koch, P.A., in Coral Gables, Florida,
expressed substantial doubt about Adrenalina's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of approximately $12,000,000 and
$5,300,000 in 2008 and 2007.  Additionally, the Company has an
accumulated deficit of approximately $20,900,000 and $8,908,000 at
Dec. 31, 2008, and 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.  The Company's
balance sheet at March 31, 2013, showed $2.42 million in total
assets, $15.56 million in total liabilities, all current, and a
$13.14 million total shareholders' deficiency.


IDERA PHARMACEUTICALS: Selling 13.7 Million Common Shares
---------------------------------------------------------
Idera Pharmaceuticals, Inc., is offering 13,727,251 shares of its
common stock and pre-funded warrants to purchase up to an
aggregate of 4,175,975 shares of its common stock.  Each pre-
funded warrant will have an exercise price of $0.01 per share,
will be exercisable upon issuance and will expire seven years from
the date of issuance.

The offering price is $1.55 per share of common stock, and $1.54
per pre-funded warrant.

The Company estimates that it will receive net proceeds of
approximately $25.6 million from the sale of the common stock and
pre-funded warrants, after deducting the underwriting discounts
and commissions and estimated offering expenses payable by the
Company and excluding the proceeds, if any, from the exercise of
the pre-funded warrants issued pursuant to this offering.

Pillar Pharmaceuticals I, L.P., and Pillar Pharmaceuticals II,
L.P., each of which is a current stockholder, or certain of their
affiliated funds have indicated an interest in purchasing an
aggregate of 1,774,193 shares of the Company's common stock in
this offering at the public offering price.

The shares of common stock are listed on the Nasdaq Capital Market
under the symbol "IDRA."

Piper Jaffray & Co. serves as the underwriter of the offering.

A copy of the free writing prospectus is available for free at:

                        http://is.gd/vH3YPz

                    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.


INDEMNITY INSURANCE: A.M. Best Lowers FSR to B(fair)
---------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from A- (Excellent) and the issuer credit rating to "bb"
from "a-" of Indemnity Insurance Corporation, RRG (IIC)
(Wilmington, DE).  Both ratings have been placed under review with
negative implications.

The rating downgrades are driven by the precipitous decline in
IIC's risk-based capitalization due to an unexpected decrease in
surplus, and as a consequence, an increase in its premium
leverage.  The company's unanticipated decline in risk-based
capitalization fell well below A.M. Best's required capitalization
levels.

The ratings will remain under review pending the successful
completion of IIC's plans to increase surplus and risk-based
capitalization to levels that can support its ongoing business
strategy.

Positive rating actions could occur if IIC maintains the required
risk-based capitalization levels and operating profits for an
extended period of time.  Negative rating actions could occur if
risk-based capitalization continues to decline and/or its surplus
is affected by another unanticipated event.


INTEGRITY SALES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Integrity Sales & Service, Inc.
        5993 St. Rd. 1
        Saint Joe, IN

Case No.: 13-12926

Chapter 11 Petition Date: September 26, 2013

Court: U.S. Bankruptcy Court Northern District of Indiana (Fort
       Wayne Division)

Judge: Judge Robert E. Grant

Debtor's Counsel: Sarah Mustard Heil
                  Skekloff and Skekloff, LLP
                  110 W. Berry Street, Suite 2202
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: 260-420-7072
                  Email: sarah@skeklofflaw.com

                  Daniel J. Skekloff
                  Skekloff & Skekloff, LLP
                  110 W. Berry Street, Suite 2202
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7072
                  Email: dan@skeklofflaw.com

                  Scot T. Skekloff
                  Skekloff & Skekloff, LLP
                  110 W. Berry Street, Suite 2202
                  Fort Wayne, IN 46802
                  Tel: (260)407-7000
                  Fax: (260)407-7072
                  Email: scot@skeklofflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition as signed by David E. Pflster II, president.

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/innb13-12926.pdf


IRISH BANK RESOLUTION: Irish Proceeding Gets Provisional Relief
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Sept. 23
granted Irish Bank Resolution Corporation provisional relief upon
filing petition for recognition of foreign proceeding by Kieran
Wallace and Eamonn Richardson, as foreign representatives.

The provisional relief is effective pending entry of an order
recognizing the Irish Proceeding or denying recognition to the
Irish Proceeding, Section 362 of the Bankruptcy Code is applicable
to the Debtor within the territorial jurisdiction of the United
State and all property of the Debtor located within the
territorial jurisdiction of the U.S. in the Chapter 15 case
consistent with Section 1519(a)(1) of the Bankruptcy Code and
subject to Section 1519(f) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Sept. 25, 2013,
Bloomberg News said the Debtor decided not to go ahead with a
hearing Sept. 20 on the question of whether it's eligible for
bankruptcy protection in the U.S. under Chapter 15.  According to
Bill Rochelle, the bankruptcy columnist for Bloomberg News, in
view of several objections, the Sept. 20 hearing was instead a
status conference to discuss scheduling.

The Bloomberg report noted that because some of the objectors are
pressing ahead with lawsuits in the U.S., IBRC scheduled an
emergency hearing Sept. 20 to ask the bankruptcy judge in Delaware
to impose the so-called automatic stay halting legal actions in
the U.S.

In a Chapter 15 cross-border bankruptcy like IRBC's, there is no
automatic stay akin to the halt on legal proceedings that arises
immediately following bankruptcy.  In return for freezing lawsuits
in the U.S., IBRC agrees to remove no assets from the U.S.

The Bloomberg report relates that at a hearing some weeks in the
future, the bankruptcy judge will grapple with the question of
whether the special Irish law created just for IBRC qualifies for
recognition under Chapter 15.  IBRC sought a temporary stay
against U.S. legal proceedings because John Flynn, one of the
objectors, went ahead with a U.S. suit when the Irish court
refused to allow him to proceed.

                    About Irish Bank Resolution

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 sought 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 is 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.


ISAACSON STEEL: Global Settlement Wins Court Approval
-----------------------------------------------------
Bankruptcy Judge J. Michael Deasy approved the global settlement
agreement entered into by debtors Isaacson Steel Inc. and Isaacson
Structural Steel Inc. with their largest creditors, Passumpsic
Savings Bank, Turner Construction Company, Inc., the New Hampshire
Business Finance Authority, and with the Official Committee of
Unsecured Creditors.

The Motion to Approve Global Settlement Agreement was initially
filed with a motion for a protective order intended to keep the
entire agreement out of the public record.  The Court held a
preliminary hearing on Aug. 22, 2013, and continued the hearing to
allow the Settlement Proponents an opportunity to file a redacted
copy of the Global Settlement Agreement and a Notice of Global
Compromise and Settlement Disclosure Supplement.  The Court held a
final hearing on the Motion and the Disclosure Supplement on Sept.
19, 2013.  At that hearing, the Court deemed the Motion a request
to transfer substantially all of the Debtors' assets pursuant to
11 U.S.C. Sec. 363 and granted the Motion to the extent it
requested final approval of the Settlement.

                         Liquidation Trust

On Feb. 29, 2012, the Debtors sold substantially all of their
operating assets and ceased operations.  The primary assets
remaining in the Debtors' estates are the approximately 50
preference and/or fraudulent transfer actions filed by the Debtors
-- Chapter 5 Actions -- and the Debtors' negligence/negligent
misrepresentation claims against their former principals under the
Directors and Officers Insurance Policy.  The Debtors entered into
a settlement with the Committee, Passumpsic, the BFA, and Turner
to resolve some of the complex issues between and among the
parties with respect to their claims against the estate and their
ability to pursue claims against the Debtors' former principals
under the D&O policy.

The Settlement proposes the creation of a liquidating trust, with
three trustees, one each to be appointed by Passumpsic, the BFA,
and the Committee.  Upon approval of the Settlement, the Debtors
will assign to the liquidating trust all of the D&O Claims, the
Chapter 5 Actions, any other actions they have a right to bring,
and all of their other property.  Passumpsic will assign to the
liquidating trust its D&O claim, and BFA will assign and transfer
to the liquidating trust $50,000 of the recoveries from the D&O
Claims, as a reduction of its first priority secured claim in the
proceeds of the D&O claims.  The liquidating trust is intended to
serve as "the vehicle for prosecution" of the Chapter 5 Claims and
the D&O Claims and hopefully to allow for a consensual resolution
of those claims with the insurance carriers.

                           Sub Rosa Plan

The Settlement Proponents originally requested that the Court
review the Settlement in camera, with only the United States
Trustee being served an additional copy of the Settlement before a
hearing on final approval.  Several parties raised objections to
the proposed procedure.  The U.S. Trustee argued that keeping the
Settlement off of the Court's docket prevented "[p]ublic scrutiny
of a debtor's conduct and transparency," which undermined
"confidence among creditors and parties in interest regarding the
fundamental fairness of the bankruptcy system."

The U.S. Trustee was concerned that neither the Debtors nor their
counsel had signed the agreement and argued that the appointment
of trustees by creditors was inappropriate under 11 U.S.C. Sec.
1104(d), which provides that only the U.S. Trustee can appoint a
single, disinterested chapter 11 trustee.  Most importantly, the
U.S. Trustee argued, the Settlement would lock the Debtors into
the terms of a plan "without a single vote being cast and without
even facial compliance with the solicitation and disclosure
requirements".

Steven Griffin, the Debtors' former principal and a defendant in
the D&O Claims, argued that the proposed procedure for approving
the Settlement without an opportunity for parties in interest to
review it and object was improper, and expressed his concern that
the Settlement contained information about the D&O Claims, the
Court's review of which would violate due process.  D.J. Driscoll
& Co., PLLC, the Debtors' former accountant, filed a joinder in
Mr. Griffin's objection.

At the preliminary hearing on Aug. 22, 2013, the Court raised its
own concerns with the nature of the settlement, i.e., that the
settlement appeared to be a sub rosa plan with no disclosure made
to the creditors or other parties in interest and no opportunity
for those parties to object or vote.  During the course of the
hearing, the Settlement Proponents agreed to file with the Court
and serve on all parties in interest a copy of the Settlement that
was redacted, rather than requesting that the Court conduct the
entire review and approval process in camera.  At the conclusion
of the hearing, the Court ordered the Settlement Proponents to
file and serve on all creditors and parties in interest a
"meaningful" disclosure about the Settlement that would tell
parties in interest the basic terms of the Settlement, what it
would mean for creditors, and other relevant information that
would allow parties in interest to object to the approval.

The Settlement Proponents filed the Disclosure Supplement on
August 30, 2013, to "permit creditors and other interested parties
in interest to make an informed decision regarding the merits of
the proposed Global Settlement Agreement . . . ."  In it, the
Settlement Proponents provide a summary of the Settlement, as well
as attaching a copy of the redacted Settlement.  The Disclosure
Supplement discusses the intention of the Settlement, the likely
recovery under the Chapter 5 Actions and the D&O Claims, the
impact of the Settlement on plan confirmation and certain
creditors, the remaining assets in the Debtors' estates, the
remaining claims against the estates, the other claims being
prosecuted under the D&O policy, proposed distributions under the
Settlement, a liquidation analysis, and the best interests of
creditors test under 11 U.S.C. Sec. 1129(a)(7).

The three previous objections were renewed after the Disclosure
was filed:

     -- Mr. Griffin objected, arguing that the Settlement
Proponents and the liquidating trust needed to obtain relief from
the automatic stay in his individual chapter 7 case before they
could pursue the D&O Claims, but to date, only Passumpsic had
obtained relief.  Therefore, he argued, the Settlement would be
acceptable if only the Settlement Proponents would follow the
procedure and release their claims against Griffin individually
and against his estate in exchange for relief from stay to pursue
the insurance proceeds.

     -- Mr. Driscoll renewed his objection, again joining in the
U.S. Trustee and Griffin's original objections.

     -- The U.S. Trustee filed a objection to the Settlement and
to the Disclosure Supplement.  He argues that the Settlement
should not be approved because the Debtors are still not parties
to the Settlement, and he renews his objection to the appointment
of trustees by the creditors.  The U.S. Trustee argues that with
respect to the transfer of the Debtors' assets and the "dictation"
of plan terms without the opportunity for a vote, the Motion
should be denied and the Settlement should not be approved because
it is inappropriate under the Bankruptcy Code.  The U.S. Trustee
also argues that even under the terms of Fed. R. Bankr. P. 9019,
the Settlement Proponents have failed to provide adequate
information for the Court to determine the range of reasonable
outcomes and whether the Proposed Settlement falls below the
lowest point in that range.

The Court held a final hearing on the Settlement on Sept. 19,
2013.  All of the Settlement Proponents, as well as Mr. Griffin,
Driscoll, and the U.S. Trustee appeared.  At the hearing, the
Court heard from the Settlement Proponents about the need for the
Settlement to achieve a recovery for creditors by getting all of
the litigation into one place with a streamlined oversight and
management process.  The Debtors made an offer of proof that the
Settlement would effectuate the transfer of substantially all of
the Debtors' assets, and after the transfer, the Debtors'
responsibilities would be only to pay quarterly fees to the U.S.
Trustee and to file monthly operating reports with the Court and
tax returns with the state and the Internal Revenue Service.

With respect to litigation that was scheduled for October, which
had been cited as a reason for approving the Settlement prior to
the plan process, that litigation had been moved to December 2013
to allow for potential mediation between the parties and the
insurance carrier.  The Settlement Proponents argued, however,
that although the litigation would not be spending the funds under
the D&O policy, a delay of six to eight weeks to complete the plan
process would result in a wasting of the policy and diminished
recoveries for all creditors.  The Settlement Proponents contended
that the Settlement would provide for resources to prosecute the
litigation in addition to the property of the Debtors.

The Court heard from Mr. Griffin and the U.S. Trustee with respect
to their objections.  While Mr. Griffin's objection focused mainly
on why the Settlement Proponents had not obtained relief from the
stay in his individual chapter 7, the U.S. Trustee had both
procedural objections and substantive objections. The U.S. Trustee
continued to argue that the Settlement provides for the improper
appointment of a trustee.  The majority of the U.S. Trustee's
arguments, however, were on procedural grounds.  When asked
whether the U.S. Trustee would object if this transfer was being
done under the provisions of a confirmed chapter 11 plan of
reorganization, the U.S. Trustee responded that if the Settlement
was approved as part of a plan confirmation process, and creditors
had a chance to vote, then the procedural issues would be
eliminated, and that the U.S. Trustee was not opposed to
expediting confirmation of a plan.

                  Settlement Improves Recoveries

In approving the Settlement, Judge Deasy held that, in light of
the Debtors' previous sale of their operating assets and cessation
of business operations, any plan of reorganization that would be
proposed would of necessity be a liquidating plan.

"In fact, the question is not whether the Debtors will liquidate,
but rather when and how they will do so. The terms of the
Settlement are, in effect, a plan for liquidating the Debtors.
Thus, it is highly likely that a liquidating plan would have terms
substantially similar, if not identical, to those in the
Settlement," Judge Deasy said.

According to Judge Deasy, the terms of the Settlement are
reasonable and provide an increased likelihood of greater
recoveries for holders of administrative claims and, due to the
carve out, for unsecured creditors.  The Settlement also will
streamline and coordinate claims against the directors and
officers.  That coordination not only increases the likelihood of
a settlement, but also decreases the litigation expense by the
insurance carriers under the terms of the D&O liability insurance
policy, which is a so-called wasting policy.

According to Judge Deasy, while the record is fairly thin as to
which of the administrative claims could be approved, it is
sufficient to satisfy the Court that the recovery falls within the
range of reasonably likely outcomes. Whether the administrative
claims are overstated, the relevant question is to what extent the
claims would need to be overstated to allow for any greater amount
of money flowing to the unsecured creditors or any other parties.
The Court finds that the discount agreed to by the Settlement
Proponents with respect to the administrative claims is
reasonable, and the carve-out for unsecured creditors provides a
recovery that is at least equal to, and likely greater than,
recoveries in a chapter 7 liquidation.

A copy of the Court's Sept. 25, 2013 Memorandum Opinion is
available at http://is.gd/g0MGJafrom Leagle.com.

The Debtors struck a deal in January 2012 to sell to Presby Steel,
LLC, all of the assets of Steel for approximately $225,000.
Virtually all of the Proceeds of the Presby Sale were paid over to
PSB and the Berlin Industrial Development Park Authority, which
had financed a significant amount of equipment for Isaacson Steel.
As a result, Isaacson Steel has no Property, except for its Causes
of Action.

Meanwhile, a venture comprised of RB Capital, Myron Bowling
Auctioneers and Hilco Industries bought Isaacson Structural's
Property for $2,400,000 at an auction.  Isaacson Structural
initially struck a sale deal with Heico Holding, Inc., which
backed out over environmental concerns on the premises.

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

               About Isaacson Structural Steel, Inc.

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.

New Hampshire Business Finance Authority is represented by:

         George E. Marcus, Esq.
         MARCUS, CLEGG & MISTRETTA
         One Canal Plaza, Suite 600
         Portland, Maine 04101
         E-mail: gmarcus@mcm-law.com

Turner Construction, Inc., is represented by:

         D. Ethan Jeffery, Esq.
         MURPHY & KING, P.C.
         One Beacon Street, 21st Floor
         Boston, MA 02108
         E-mail: dej@murphyking.com

Passumpsic Savings Bank is represented by:

         Daniel P. Luker, Esq.
         PRETI FLAHERTY PACHIOS & BELIVEAU, PLLP
         57 North Main Street
         Concord, NH 03302-1318
         E-mail: dluker@preti.com


JAAM PROPERTIES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: JAAM Properties, LLC
        900 Spring Hill Draw
        Woodbury, MN 55125
        WASHINGTON, MN

Case No.: 13-34653

Chapter 11 Petition Date: September 26, 2013

Court: US Bankruptcy Court District of Minnesota (St Paul)

Judge: Judge Michael E Ridgway

Debtor's counsel: Steven C. Opheim
                  Dudley and Smith
                  2602 US Bank Center
                  101 E Fifth St
                  St Paul, MN 55101
                  Tel: 651-291-1717
                  Email: sopheim@dudleyandsmith.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

John S. Craig signed the petition as chief manager.

Debtor's two largest unsecured creditors:

  Entity                  Nature of Claim    Claim Amount
  ------                  ---------------    ------------
Community Reinvestment    Roof Replacement     $11,796
Fund USA                  Loan

Dudley and Smith, PA      Legal Services        $8,250


JC PENNEY: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 96.99 cents-on-the-
dollar during the week ended Friday, September 27, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 1.82
percentage points from the previous week, The Journal relates.  JC
Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018.  The bank debt
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 201 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


JILL HOLDINGS: S&P Raises Corp. Credit Rating to 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Quincy, Mass.-based Jill Holdings LLC to 'B' from
'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on subsidiary
JJ Lease Funding Corp.'s senior secured term loan to 'B+' from
'B-'.  The '2' recovery rating, revised from '3', indicates S&P's
expectation that lenders would receive substantial (70%-90%)
recovery in the event of a payment default.

"The upgrade on Jill Holdings LLC reflects our view that the
company's improved credit metrics are sustainable over the next 12
months," said credit analyst Kristina Koltunicki.  "Jill has
successfully recovered from its operating difficulties in 2011
with an improved merchandise offering and more stable
profitability."

The stable outlook reflects S&P's expectation that credit
protection measures will remain in line with current levels over
the next 12 months, as S&P anticipates the company will continue
to effectively execute its strategy partially offset by higher
debt accretion.  S&P also expects the company will maintain
adequate liquidity and that it will not have any difficulties
complying with its covenants over the next year.

S&P could lower our ratings if operating performance deteriorates
from merchandising missteps, leading to substantial margin
erosion.  Under this scenario, EBITDA would decline by
approximately 30% from forecasted levels, which would cause
leverage to increase to the low-6.0x area.  S&P could also lower
the ratings if weaker-than-expected performance results in
inadequate covenant headroom, pressuring the company's liquidity
position.  For this to occur, there EBITDA would deteriorate such
that financial covenant cushion falls to less than 15%.  Any
meaningful distribution to its financial sponsors could also
negatively affect the rating.

Although unlikely in the next year, S&P could raise its ratings if
the company continues to generate stable profits, improve margins,
and successfully expand its top-line through new store growth and
positive same-store sales.  S&P would also expect leverage to
remain below 4.0x on a sustained basis.  At that time, S&P would
revise its assessment of the company's financial risk profile to
"aggressive" from "highly leveraged".


JTX CORPORATION: Ruling Against Danco Claim Affirmed
----------------------------------------------------
District Judge Claudia Wilken affirmed a 2012 decision by the
bankruptcy court on the proof of claim filed by D.P.M.S., Inc.
d.b.a. Danco Machine against JTS Corporation.  The case trustee,
Mohamed Poonja, objected to Danco's claim.  The Bankruptcy Court's
order denied the Trustee's motion to disallow Danco's claim in
full but authorized only a $159,731.37 general unsecured claim.

The case before the District Court is, MOHAMED POONJA, Trustee,
Plaintiff, v. D.P.M.S., d.b.a. DANCO MACHINE. Defendant, No. C
12-05737 CW (N.D. Calif.).  A copy of the District Court's Sept.
25, 2013 Order is available at http://is.gd/Yrpkg3from
Leagle.com.

JTS Corporation was a company that manufactured computer
compenents.  On Nov. 17, 1998 an involuntary Chapter 7 Petition
(Bankr. N.D. Calif. Case No. 98-59752) was filed by several of the
Debtor's creditors.  On Dec. 4, 1998, the Debtor filed a voluntary
Chapter 11 Petition and, in February 1999, the cases were
consolidated.


KIDSPEACE CORP: Court Okays Stipulation on Cash Collateral Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a stipulation authorizing the renewal of prepetition
letters of credit issued by Manufacturers and Traders Trust
Company.

The stipulation entered between Kidspeace Corporation, et al., and
M&T Bank, provides that M&T Bank is willing to continue letters of
credit with automatic renewal provisions provided by the letters
of credit, as continued or renewed, continue to be secured by the
cash collateral account.

                      About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


L-3 COMMUNICATIONS: Fitch Affirms 'BB+' Debt Securities Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Issuer Default Rating (IDR)
and debt ratings for L-3 Communications Holdings, Inc. (L-3) and
L-3 Communications Corporation. Fitch also affirms the 'BB+'
rating for L-3's convertible contingent debt securities, which are
rated one notch below the IDR and senior unsecured debt due to the
subordination of the security's guarantees. The Rating Outlook is
Stable. Approximately $3.6 billion of outstanding debt is covered
by these ratings.

Key Rating Drivers

Key factors that support the ratings include L-3's adequate credit
metrics; strong liquidity position; and Fitch's expectation of
solid margins and substantial free cash flow (FCF; cash from
operations less capital expenditures and dividends). Other
positive factors include L-3's diverse portfolio of products and
services, and increasing international and commercial sales which
accounted for 24% (11% international) of sales in 2012, up from
18% (8% international)in 2011. L-3 expects international and
commercial sales to grow to 27% in 2013, a level which L-3
achieved in the second quarter. The higher percentage of in
international and commercial sales is driven by organic sales
growth and by the spin-off of Engility Holdings, Inc. (Engility),
which reduced L-3's exposure to the U.S. government spending.

Fitch's rating concerns include:

-- L-3's declining revenues and lower margins, which are expected
   to remain under pressure due to the impact of sequestration and
   the continued withdrawal of the U.S. troops from Afghanistan;

-- The company's cash deployment strategy, which includes a focus
   on dividends and share repurchases, though this is mitigated by
   L-3's commitment to retaining investment grade ratings and the
   $500 million of debt reduction completed in 2012; and

-- L-3's exposure to declines in core U.S. defense spending, and
   uncertainty surrounding the fiscal 2014 Department of Defense
   (DoD) budget, although Fitch believes that modest defense
   spending declines (which are incorporated into Fitch's
   projections) will not have a material impact on the company's
   credit metrics.

Fitch's is also concerned with L-3's underfunded pension plans,
with a deficit totaling $1.2 billion (63% funded status) as of
Dec. 31, 2012. This concern is mitigated the company's strong cash
generation as the required minimum contribution represents less
than 10% of L-3's FCF. Additionally, the pension deficit is
expected to decline in 2013 due to increasing interest rates.

On July 17, 2012, L-3 completed the spin-off of Engility,
receiving a one-time $335 million dividend. On July26, 2012, L-3
used some of the dividend proceeds to redeemed $250 million of
6.375% senior subordinated notes due 2015 to decrease its leverage
heightened by the spin-off of Engility which accounted for
approximately 8%-10% of L-3's combined EBITDA and FCF in 2012. On
Oct. 15, 2012, L-3 redeemed the remaining $250 million of the
6.375% senior subordinated notes. The repayment of the notes
completed the company's shift away from senior subordinated debt
in its capital structure.

L-3's credit metrics have remained relatively stable over the past
five years with leverage in the range of 2.0x-2.2x and FFO
interest coverage typically above 6.5x, and recently above 7.0x.
The company's leverage was 2.2x as of Dec. 31, 2012. Fitch expects
L-3's leverage to deteriorate by the end of 2013 driven by
declining sales and lower operating margins. Leverage may increase
further in 2014 and 2015 driven by deterioration of sales and
operating results due to significant unexpected U.S. defense
budget cuts; however Fitch believes L-3 will limit the leverage
deterioration to maintain financial metrics adequate for
investment grade ratings.

The company's liquidity as of June 28, 2013 was $1.3 billion,
consisting of availability of substantially all of its $1 billion
credit facility (expiring in February 2017) and $328 million in
cash and short-term investments. Fitch expects L-3 to maintain
cash balances of approximately $600-$700 million and liquidity in
the $1.6-1.7 billion range over the next several years.
Additionally, L-3 has no debt maturities through 2015 with the
next material debt maturity in 2016 when $500 million of 3.95%
senior unsecured notes are due.

The company generated $185 million of FCF in the first half of
2013, compared to $175 million for the same period in 2012
(excluding Engility results). In the last 12 months (LTM) ending
June 28, 2013, the company generated approximately $852 million of
FCF. L-3 reported approximately $850 million FCF in 2012 and $900
million in both 2011 and 2010. L-3's FCF benefits from low capital
expenditures as a percentage of sales; it has averaged 1.3% of
sales between 2009 and 2012. L-3's cash generation is seasonal as
the company collects the majority of its cash during the second
half of the year. Despite seasonality of the cash flows, L-3
generates positive FCF every quarter. Fitch estimates that L-3
will generate approximately $800 million of annual FCF (after
dividends).

Fitch's ratings and Outlook for L-3 incorporate expectations of
meaningful cash deployment toward shareholders. In the first six
months of 2013, L-3 deployed $248 million towards share
repurchases and $101 million towards dividend payments. L-3 has
increased dividends per share by double digits annually over the
past three years (10%, 11% and 12.5% in 2013, 2012 and 2011,
respectively). Fitch expects L-3 to maintain its shareholder
friendly cash deployment strategies and to continue increasing its
dividend yield. Fitch expects L-3 to deploy approximately $900
million to $1 billion toward shareholders annually, but the cash
deployment may be limited to the $600 million to $700 million
range in 2013.

L-3 has a pension deficit of $1.2 billion up from $1 billion at
the end of 2011 (63% funded). L-3's pension benefit obligation
(PBO) was $3.2 billion at the end of 2012. The large pension
deficit is mitigated by the expected reimbursements from the U.S.
government which treats a part of pension costs of defense
contracts as allowable and reimbursable costs. Additionally, the
underfunded status of the plans is mitigated by the company's
strong cash generation as the required minimum contribution
represents less than 10% of FCF.

L-3 contributed the $173 million and $176 million minimum required
amount to its pension plans in 2012 and 2011, respectively. The
company expects to contribute approximately $165 million ($95
million discretionary) to its pension plans in 2013 and has
already contributed $43 million during the first half ended June
28, 2013. Fitch expects L-3 to make above $100 million annual
contributions over the next several years. Additionally, the
pension plan deficit is expected to decline significantly in 2013
due to increasing interest rates.

L-3 generated approximately 71% of its 2012 revenues from the U.S.
government, primarily the DoD. As a result, defense spending is a
key driver of L-3's financial performance and credit quality. The
DoD budget environment is highly uncertain during fiscal 2014
because of the large, automatic spending cuts which went into
effect on March 1, 2013. The full implementation of sequestration-
driven defense spending reductions beginning with fiscal 2014 will
increase pressure on revenues for most U.S. contractors. However,
Fitch believes it will not necessarily have a significant effect
on credit ratings in the U.S. aerospace and defense sector if
companies take actions to offset the impact of the sequester.

The fiscal 2014 budget request submitted by President Obama in
April 2013 attempted to avert sequestration cuts for the DoD and
stabilize defense spending at the fiscal 2013 budget request
level. The fiscal 2014 DoD budget will be significantly reduced
from fiscal 2013 levels if the proposal does not pass or if
another compromise is not reached by October 2013. Fitch believes
that there is a high likelihood that the budget proposal will not
be approved by the start of FY2014, and Congress will either enact
a continuing resolution at fiscal 2013 DoD spending levels or will
let sequestration play out as the law is written currently. Either
scenario will result in lower military spending in fiscal 2014.
Such uncertainty creates a significant challenge for defense
contractors because it impairs their ability to plan appropriate
cost cutting measures to counter the potential DoD spending cuts.

Most of the expected spending cuts are from projected budget
growth and come off the existing high spending levels. Fitch
expects inflation adjusted spending will likely decline, albeit
modestly, over 10 years. As an example, Fitch estimates the
implemented budget cuts would only reduce base budgets back to the
levels seen in fiscal years 2007 or 2008.

Sequestration is incorporated into Fitch's ratings for L-3, and
Fitch believes that the implementation of sequestration cuts in
fiscal 2014 would not lead to negative rating actions given L-3's
diversified portfolio, long lead times for program execution and
solid backlog. Sequestration is expected to impact new awards and
Fitch believes L-3 will be able to adjust its cost structure to
maintain profitability. L-3's sales are not tied to any major
program as the company does not have a contract which represents
more than 3% of its revenues. A higher percentage of sales to
foreign and commercial customers also mitigates the budget cut
risks.

Rating Sensitivities:
Fitch may consider a positive rating action should L-3 improve its
credit profile by decreasing leverage and moderating its
shareholder friendly cash deployment strategies. A negative rating
action may be considered if L-3 completes a large debt-funded
acquisition which weakens L-3's credit profile or if there are
dramatic changes in U.S. defense spending policies, but an action
would depend on L-3's efforts to reduce costs in line with lower
revenues.

Fitch affirms L-3's ratings as follows:

L-3 Communications Holdings, Inc.

-- IDR at 'BBB-';
-- Convertible contingent debt securities at 'BB+'.

L-3 Communications Corporation

-- IDR at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Senior unsecured revolving credit facility at 'BBB-'.

The Rating Outlook is Stable.


LAUNDRO MAX: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Laundro Max, Inc.
        dba Giant Laundromax
        900 Spring Hill Draw
        Woodbury, MN 55125

Case No.: 13-34657

Chapter 11 Petition Date: September 26, 2013

Court: US Bankruptcy Court District of Minnesota (St Paul)

Judge: Kathleen H Sanberg

Debtor's counsel: Steven C. Opheim
                  Dudley and Smith
                  2602 US Bank Center
                  101 E Fifth St
                  St Paul, MN 55101
                  Tel: 651-291-1717
                  Email: sopheim@dudleyandsmith.com

Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $500,000 to $1 million

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb13-34657.pdf


LAWNSCAPERS GROUNDS: Case Summary & 12 Unsecured Creditors
----------------------------------------------------------
Debtor: Lawnscapers Grounds Management, Ltd. Co.
        PO Box 8130
        Albuquerque, NM 87109
        BERNALILLO, NM

Case No.: 13-13161

Chapter 11 Petition Date: September 26, 2013

Court: U.S. Bankruptcy Court New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's counsel: William F. Davis
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  E-mail: daviswf@nmbankruptcy.com

Total Assets: $135,557

Total Liabilities: $1.12 million

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb13-13161.pdf


LEARFIELD COMMUNICATIONS: Moody's Assigns B3 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned Baby Bison, Inc. (aka Learfield
Communications, Inc.) a B3 corporate family ratings and a B3-PD
probability of default rating. Initially the borrower will be Baby
Bison, Inc. and following the consummation of the merger, the
borrower will be Learfield Communications, Inc. The proposed $215
million first lien term loan and $30 million revolving credit
facility was assigned a B2 facility rating and the $85 million
second lien facility was assigned a Caa2 ratings. The use of
proceeds is to fund the leverage buyout of the company by
Providence Equity Partners LLC. The outlook is stable.

Moody's took the following rating actions:

Borrower: Baby Bison, Inc. and then Learfield Communications,
          Inc. following consummation of the merger

  Corporate Family Rating, assigned B3

  Probability of Default Rating, assigned B3-PD

  $30 million 1st lien Revolving Credit Facility due 2018,
  Assigned B2, LGD3 - 35%

  $215 million 1st lien term loan due 2020, Assigned B2, LGD3 -
  35%

  $85 million 2nd lien term loan facility due 2021, Assigned
  Caa2, LGD5 - 85%

  Outlook, Stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Ratings Rationale:

Learfield Communications, Inc.'s B3 CFR reflects the very high
leverage pro-forma for the proposed transaction of approximately
8x as of June 30, 2013 (including Moody's standard adjustments for
lease expenses) and the very small size of the company. Included
in the rating are the limited tangible assets of the company with
the value of the company driven by the intellectual capital of
management, long term business relationships and contracts with
over 50 different universities. In addition, Learfield has a
number of joint ventures and affiliate investments that will not
be guarantors to the proposed credit facilities.

The rating derives strength from the growth Learfield has
demonstrated over the past few years and expectations that it will
continue going forward as sponsorship revenue increases. Growth in
revenue and EBITDA is expected to lead to leverage declining to
below 7x by the end of FY 2014 (June 30, 2014). Expectation for
college sports rights revenue to continue to rise due to a strong
fan base and the underpenetrated nature of some college media
rights compared to professional sports also lends support to the
rating. High renewal rates with its university base, long contract
periods of 10 to 15 years, and good ad revenue visibility due to
pre-sold and increasingly multiyear ad contracts are also credit
positives.

Moody's anticipates the company to maintain adequate liquidity
over the next 12 to 18 months due to the limited required capital
expenditures and positive working capital benefits to the company.
The results and cash flow are expected to be seasonal with its
strongest results posted during the quarters ending in December
and March of each year. Free cash flow to debt is expected to be
in the mid to low single digits over the next year. Learfield is
required to make material future minimum payments to the
universities that it has multimedia rights contracts with.
Liquidity is also provided by a $30 million revolver that is
expected to have a springing first lien leverage ratio if more
than 30% of the revolver is drawn. The first and second lien term
loans are anticipated to be covenant lite.

The stable outlook reflects Moody's expectations that revenue and
especially EBITDA growth will cause leverage to decline over the
next year due to the company's position in the growing college
sports media market.

If leverage were to decline to below 6x on a sustained basis from
EBITDA growth while maintaining adequate liquidity, the rating
could be upgraded.

EBITDA weakness due to the loss of university media rights,
downward margin pressure at contract renewal, pronounced ad
weakness, or additional debt that led to leverage levels sustained
above 8x would put downward rating pressure on the ratings.

Learfield Communications, Inc.'s ratings were assigned by
evaluating factors that Moody's considers relevant to the credit
profile of the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Learfield Communications, Inc.'s core industry and believes
Learfield Communications, Inc.'s ratings are comparable to those
of other issuers with similar credit risk. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Learfield Communications, Inc. is an operator in the collegiate
sports multimedia rights and marketing industry. The Company is
under contract for multimedia rights with 56 universities,
conferences, and arenas. The Company has approximately 400
employees and is headquartered in Dallas, TX and satellite sales
offices located on or near college campuses across the country.


LONE PINE: Chapter 15 Petition Filed
------------------------------------
Bankruptcy Data reported that Alberta, Canada-based Lone Pine
Resources filed for Chapter 15 protection with the U.S. Bankruptcy
Court in the District of Delaware, case number 13-12487.

The Company, which engages in the exploration and development of
natural gas and light oil properties in Canada, is represented by
Mark D. Collins of Richards, Layton & Finger. The Company
announced that it has reached agreement with holders of
approximately 75% of the outstanding 10.375% Senior Notes due 2017
issued by Lone Pine Resources Canada on a restructuring plan that,
if successfully implemented, will significantly reduce the
Company's debt obligations and materially improve the Company's
overall capitalization and liquidity. Concurrent with the U.S.
Chapter 15 proceedings, the Company has also commenced proceedings
in the Court of Queen's Bench of Alberta under the Companies'
Creditors Arrangement Act to implement the restructuring. Lone
Pine, LPR Canada and all other subsidiaries of the Company are
parties to the CCAA and Chapter 15 proceedings.

Tim Granger, president and chief executive officer, comments, "The
proposed restructuring is designed to significantly reduce the
Company's long-term debt and improve its liquidity, which will
allow Lone Pine to resume investment in its attractive asset base,
while at the same time allowing the Company to retain its
relationships with its current employees, industry partners and
suppliers."

Specifically, the restructuring provides for cancellation of all
outstanding shares of Lone Pine common stock, conversion of all
senior notes into new common equity and a new equity investment of
$100 million by holders of the senior notes through a private
offering to eligible noteholders of convertible preferred shares.
The preferred shares to be issued under the share offering will be
convertible, in aggregate, into such number of common shares as is
equal to the 75% of the common shares outstanding on an "as
converted" basis on completion of the restructuring. It is a
condition to the restructuring that Lone Pine obtain a new secured
credit facility, and the Company is engaged in active lender
discussions for this purpose.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.


LONE PINE: Wins Interim Stay In Ch. 15
--------------------------------------
Law360 reported that a Delaware bankruptcy judge on Sept. 26
granted a provisional stay to Lone Pine Resources Inc., protecting
the Calgary-based energy outfit from U.S. creditors and lawsuits
while it awaits full Chapter 15 recognition of its Canadian
insolvency proceedings.

According to the report, Lone Pine, which entered bankruptcy
protection in Canada on Sept. 25 under the Companies' Creditors
Arrangement Act and received an initial protection order from an
Alberta court the same day, appeared in Delaware on Sept. 26
seeking similar relief.

Lone Pine Resources filed for Chapter 15 protection with the U.S.
Bankruptcy Court in the District of Delaware, case number 13-
12487.  Concurrent with the U.S. Chapter 15 proceedings, the
Company has also commenced proceedings in the Court of Queen's
Bench of Alberta under the Companies' Creditors Arrangement Act to
implement the restructuring. Lone Pine, LPR Canada and all other
subsidiaries of the Company are parties to the CCAA and Chapter 15
proceedings.

The Company, which engages in the exploration and development of
natural gas and light oil properties in Canada, is represented by
Mark D. Collins of Richards, Layton & Finger.  Lone Pine is being
advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.


LONE PINE: Moody's Lowers PDR to 'D' After Bankruptcy Filing
------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating for Lone Pine Resources Inc. to D-PD in response to the
company's announcement that it filed voluntary petitions for
reorganization under the Companies' Creditors Arrangements Act
(CCAA) and ancillary proceedings under Chapter 15 of the United
States Bankruptcy Code on September 25, 2013. Lone Pine's Ca
corporate family rating was affirmed, as was the C rating on the
$195 million senior unsecured notes. The Speculative Grade
Liquidity Rating of SGL-4 was affirmed and the outlook remained
negative.

Downgrades:

Issuer: Lone Pine Resources Inc.

  Probability of Default Rating, Downgraded to D-PD /LD
  from C-PD /LD

Outlook Actions:

Issuer: Lone Pine Resources Inc.

  Outlook, Remains Negative

Issuer: Lone Pine Resources Canada Ltd.

  Outlook, Remains Negative

Affirmations:

Issuer: Lone Pine Resources Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-4

  Corporate Family Rating, Affirmed Ca

Issuer: Lone Pine Resources Canada Ltd.

  Senior Unsecured Regular Bond/Debenture due Feb 15, 2017,
  Affirmed C LGD-5 (76%)

Ratings Rationale:

Shortly following these rating actions, Moody's will withdraw all
of Lone Pine's ratings.

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

Lone Pine is a Calgary, Alberta-based exploration and production
company with about 7,000 boe of daily production and proved
developed and total proved reserves of 20 million boe and 31
million boe, respectively.


MCS AMS SUB-HOLDINGS: Moody's Assigns B2 CFR & Rates New Loan B2
----------------------------------------------------------------
Moody's Investors Service announced first-time debt ratings for
MCS AMS Sub-Holdings LLC. The Corporate Family rating is B2, the
Probability of Default rating is B3-PD and the proposed senior
secured debt instrument ratings are B2. The ratings outlook is
stable.

The proceeds of the new term loan will be used repay existing
debt, purchase the equity of Mortgage Contracting Services LLC and
pay associated fees and expenses.

Ratings Rationale:

The B2 CFR reflects high customer concentration and Moody's
expectation that the market for MCS AMS's services will decline in
the medium term. However, Moody's anticipates debt will be reduced
through required amortization and the application of free cash
flow to optional debt amortization, driving debt to EBITDA (after
Moody's standard adjustments) below 3.5 times in the next 12 to 18
months. Moody's expects MCS AMS will maintain its share of the
property inspection and preservation services market, leading to
flat revenues and stable 17% to 20% operating profits over the
near term. Moody's believes that residential mortgage default
rates and foreclosure activity should remain elevated for at least
the next two years. However, Moody's expects MCS AMS's revenue to
start to decline in 2015, driven first by a lower rate of
residential mortgage loan defaults, then a decline in the number
of foreclosed properties (REO), as pre-financial-crisis loans are
resolved. The expectation for diminished revenue over the long
term leads Moody's to expect MCS AMS to maintain better than
median financial metrics to support the B2 rating. Merger
integration related risks also weigh on the rating. Adequate
liquidity is provided from free cash flow and a $20 million
revolving credit facility.

The stable ratings outlook reflects Moody's expectation for stable
revenue and profits and free cash flow to debt of about 10%. The
ratings outlook reflects the expectation that some free cash flow
may be used for acquisitions or dividends, but that most will be
used to repay debt. The ratings could be lowered if, due to
customer losses, diminished pricing or increased competition,
revenues or profits decline, leading Moody's to expect diminished
free cash flow and debt to EBITDA to remain above 4 times.
Aggressive financial policies, such as a debt-financed shareholder
distribution or acquisition, could also lead to lower ratings. The
ratings could be raised if the scope of the business is widened
and becomes substantially less closely tied to residential
mortgage default and foreclosure rates, and customer concentration
is reduced, leading Moody's to expect long term revenue growth and
stable profits.

Assignments:

Issuer: MCS AMS Sub-Holdings LLC

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B3-PD

  Senior Secured Revolving Credit Facility due 2018, Assigned B2
  (LGD3, 33%)

  Senior Secured Term Loan due 2019, Assigned B2 (LGD3, 33%)

  Outlook, Assigned Stable

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.

MCS AMS, controlled by affiliates of TDR Capital, provides
property inspection and preservation services on behalf of lenders
and loan servicers for homes with defaulted mortgage loans and on
behalf of the owners of REO residential properties. MCS AMS will
be formed through the contribution of Asset Management Specialists
Inc. by TDR Capital and the acquisition of Mortgage Services
Holdings LLC. Moody's expects annual revenues of about $425
million.


MEG ENERGY: Moody's Rates New $750MM Senior Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to MEG Energy
Corp.'s proposed $750 million senior unsecured notes due 2024. At
the same time, the Ba3 Corporate Family Rating , Ba3-PD
Probability of Default Rating , Ba1 senior secured term loan
rating and the B1 rating on MEG's existing senior unsecured notes
were affirmed. The Speculative Grade Liquidity Rating of SGL-2 was
also affirmed and the outlook remained stable.

The proceeds from the note offering will be used for general
corporate purposes, including 2014 capital expenditures which
Moody's expects will include MEG's infill well project and
infrastructure projects. The infill well program will
significantly increase production from Phases 1, 2, and 2B, and
improve overall economics.

Assignments:

Issuer: MEG Energy Corp.

Senior Unsecured Regular Bond/Debenture, Assigned B1

Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5,
77 %

Affirmations:

Issuer: MEG Energy Corp.

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba3

Senior Secured Bank Credit Facility May 30, 2018, Affirmed Ba1,
LGD2, 21 %

Senior Secured Bank Credit Facility Mar 31, 2020, Affirmed Ba1,
LGD2, 21 %

Senior Unsecured Regular Bond/Debenture Jan 30, 2023, Affirmed B1,
LGD5, 77 %

Senior Unsecured Regular Bond/Debenture Mar 15, 2021, Affirmed B1,
LGD5, 77 %

Outlook Actions:

Issuer: MEG Energy Corp.

Outlook, Remains Stable

Ratings Rationale:

MEG's Ba3 CFR reflects a very high pro-forma current debt level
(E&P debt to production of $110,000/boe), the execution risk of
ramping up Phase 2B to targeted levels through 2014 and increasing
production from the infill well project, a relatively small
current production base, and exposure to volatile light/heavy
differentials, as it produces bitumen. However, the rating also
reflects MEG's significant cash position following the September
2013 note issue, which, along with cash flow, will enable MEG to
advance its infill well project. Moody's expects 75,000bbls/d of
total production in early 2015 from Phases 1, 2, 2B and the infill
wells. The rating also considers MEG's substantial reserves and
land position in key productive areas of the Athabasca oil sands
region, all of which will be developed using steam-assisted
gravity drainage (SAGD) techniques, and are amongst best-in-class
SAGD assets as evidenced by a favorable steam oil ratio (SOR) of
2.4 before the infill well program reduces that SOR materially.
The company also benefits from 50% ownership of the Access
pipeline and 100% ownership of the Stonefell terminal.

Moody's recognizes that MEG is at a credit metric inflection
point, having incurred all of the debt needed to get to 75,000
bbls/d, which won't occur for another 18 months, at which time
credit metrics will reflect the Ba3 rating. Moody's expects MEG to
execute to this production level, and it is therefore rating to
its forward view. Moody's concern, however, is that MEG will
continually develop additional phases and raise more debt in
advance of production to partially fund those projects, such that
credit metrics either never get to Ba3 levels or they stay there
only temporarily before MEG increases debt. While this is a risk,
Moody's also believes that management intends to reduce leverage
over time, which supports its Ba3 rating view.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the $2 billion secured revolver and the $1 billion secured term
loan, which rank pari passu, are rated Ba1, two notches above the
Ba3 CFR, reflecting the loss absorption cushion provided by the
lower ranking unsecured notes. The $750 million, $800 million and
the proposed $750 million senior unsecured notes are rated B1, one
notch below the CFR.

The SGL-2 speculative grade liquidity rating reflects MEG's good
liquidity. Pro forma the September 2013 notes issuance, MEG will
have C$2 billion of cash and short-term investments. Combined with
an undrawn $2 billion revolver ($1.9 billion available after C$65
million in letters of credit), which matures in 2018, MEG will
have ample liquidity to cover negative free cash flow of about
C$1.6 billion through 2014 as Phase 2B and the infill wells are
being completed and production ramps up. Moody's assumed negative
free cash flow of C$1.6 billion assumes that 2014 capital is
somewhat similar to 2013. MEG has no maintenance financial
covenants and good sources of alternate liquidity through its
ability to monetize non-core assets or potentially joint venture
its 100%-owned properties at Christina Lake or Surmont.

The stable outlook reflects Moody's expectation that MEG's
production will reach 75,000 bbls/day in early 2015 and that
leverage improves from current levels.

The rating could be considered for upgrade if production is
sustainable above 75,000 bbls/day and the capital required to
develop Phase 3A and Surmont is funded with a reasonable mix of
cash flow, debt and equity, and E&P debt to production appears
poised to decline towards $35,000/boe and debt to PD reserves is
on a declining trend.

The ratings could be downgraded if the operating economics of
production deteriorate or if E&P debt to production does not trend
towards a maximum of $50,000/boe.

The principal methodology used in rating this issuer 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.

MEG is a Calgary, Alberta based publicly-held SAGD oil sands
development and operating company.


MEG ENERGY: S&P Rates New $750-Mil. Senior Unsecured Debt 'BB'
--------------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'BB' issue-
level rating and '3' recovery rating to MEG Energy Corp.'s
proposed US$750 million senior unsecured debt issue.  A '3'
recovery rating represents S&P's expectation of meaningful
(50%-70%) recovery for bondholders in a default scenario.

"Given the substantial default scenario enterprise value we
estimate for MEG, we believe the incremental debt proposed will
benefit from the same recovery prospects we estimate for the
company's current senior unsecured debt," said Standard & Poor's
credit analyst Michelle Dathorne.

Consistent with MEG's established financing policies, S&P expects
proceeds from this bond issue, in addition to those provided by
recent debt and equity issues, will fund the company's capital
expenditures from 2013-2015.  Based on projected production
increases during this period and the potential for stronger price
realizations through MEG's initiatives to access various markets
in Canada and the U.S., S&P believes the company's near-term cash
flow generation could strengthen sufficiently to bolster its cash
flow protection metrics.  Nevertheless, the negative outlook
continues to reflect the execution risks S&P attributes to MEG's
growth and marketing strategies.

The ratings on MEG reflect Standard & Poor's assessment of the
company's weak cash flow protection metrics, below-average
profitability (as measured by its return on capital employed) as
it proceeds with its multistage steam-assisted gravity drainage
(SAGD) project development, and the company's continued need to
use external financing to fund its growth objectives.  In S&P's
opinion, MEG's large resource base and high recovery rates, good
visibility to long-term production growth, and a competitive SAGD
full-cycle cost profile offset these weaknesses.

RATINGS LIST

MEG Energy Corp.

Corporate credit rating                            BB/Negative/--

Ratings Assigned
Proposed US$750 million senior unsecured debt      BB
  Recovery rating                                   3


MFM DELAWARE: Gets Final Approval on Thomas Kraatz DIP Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, MFM Delaware, Inc., et al., to incur
postpetition secured indebtedness and enter into credit agreement
with Thomas Kraatz.

As reported in the Troubled Company Reporter on Aug. 20, 2013, all
of the Debtors' obligations under the Kraatz credit agreement,
will be entitled to super-priority claim status and be secured by
perfected liens on substantially all of Industries' assets,
subject to a carve-out.  Mr. Kraatz will not have any liens in
accounts generated by the Debtors until Bibby Financial Services
(Midwest), Inc., is indefeasibly paid in full after BFS announces
its intent not to purchase additional accounts.  The Kraatz DIP
Liens will prime and be superior to any liens on the Cash
Collateral held by 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.


MOXIE LIBERTY: S&P Rates $627 Million Term Loan B+, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
ratings to Moxie Liberty LLC's $435 million secured term loan B-1,
$150 million term loan B-2, and $42 million LOC facility.  S&P
also assigned its '1' recovery rating to the debt.  The outlook is
stable.

The term loan B will consist of a first-draw $435 million loan
(upsized from $358 million) and a $150 million delayed-draw loan.
The 12-month delayed-draw loan will be priced now but will carry a
2% commitment fee.  Almost $363 million in equity is cash-funded
at close.  The '1' recovery rating on the bonds indicates very
high (90% to 100%) recovery under a default scenario.  Ratings are
constrained in the 'B' rating category because of construction-
related risks.

The project will sell capacity, energy, and ancillary services
into the PJM market.  The project cleared the 2016/2017 PJM
auction at the clearing price for the Mid-Atlantic Area Council
capacity market.

"The outlook is stable and will likely remain at the current level
as the project proceeds through the construction phase," said
Standard & Poor's credit analyst Aneesh Prabhu.

Near-term downside risks can emerge if the project has
construction delays that extend beyond six months.  Given S&P's
current expectations of project economics, it expects that ratings
will likely improve as the project goes into commercial
operations.  S&P's base-case estimates that trend an average of
about 2.5x and minimum levels of about 1.75x suggest that ratings
can improve up to 'BB-' (in stages) during the operations phase.
However, expected high volatility in future cash flows and the
project's single-asset nature will likely preclude ratings higher
than 'BB-'.


NATURAL PORK: Authorized to Sell Brayton Residence to Newell 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
approved a consent order authorizing Natural Pork Production, II,
LLP to sell its assets to Newell Pig II, LLP.

The consent order was entered among Jeffrey D. Goetz, Esq., at
Bradshaw, Fowler, Proctor & Fairgrave, P.C., on behalf of the
Debtor; Randy Wright, Esq., at Baird Holm LLP for Newell Pig II,
LLP; and Aaron L. Hammer, Esq., at Sugar Felsenthal Grais &
Hammer, LLP, for the Official Unsecured Creditors Committee.

The consent order also provides that, among other things:

   1. effective Sept. 13, 2013, the Debtor and Newell 2
      entered into residential purchase agreement for the
      Brayton Residence, subject to approval of the Court;

   2. all objections to the sale motion have either been
      resolved or are overruled; and

   3. the Brayton Residence Purchase Agreement and all of
      the terms and conditions thereof, are approved.

As reported in the Troubled Company Reporter on Aug. 20, 2013, the
Debtor sought Court approval to sell the Brayton facility to
Newell 2 for $5,170,000, pursuant to a Lease, Notice of Exercise
of Option and asset purchase agreement.

NPPII holds title to a single family residence on approximately
1.6 acres in Audubon County, Iowa, and commonly referred to as
3257 Goldfinch Place (Brayton Residence).

NPPII is the successor in interest to Natural Pork Production II
L.C. and is the parent, predecessor in interest, sole member and
sole equity interest holder of wholly-owed subsidiary, Brayton,
LLC, which is a debtor in an affiliated case pending before the
Court.

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L. Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.
Conway MacKenzie, Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NEW CENTURY TRS: Galope's Motion to Strike Rejected
---------------------------------------------------
Helen Galope on May 8, 2012, filed a motion that, among other
relief, asked the Bankruptcy Court to "Impeach/Remove the
Trustee".  On July 9, 2013, the Bankruptcy Court entered the
Memorandum and Order Denying the Motion by Helen Galope to
Impeach/Remove Trustee.

On Aug. 1, 2013, Ms. Galope filed a Motion to Strike, asking the
Court to strike the following finding in the Removal Decision:
"Instead, the documentary evidence provided by Ms. Galope supports
the veracity of the Trustee's statements regarding the Debtors'
sale of Ms. Galope's loan. (See Galope's exhibits, item (8), NC
Capital Corporation Settlement Notification dated February 28,
2007 for Investor (Buyer) Barclays, with attached (redacted) loan
schedule)."

Ms. Galope argues that the Court failed to consider her argument
that the exhibit, which she moved into evidence, was part of the
documents provided to her by the Trustee that, she argued, were
"fabricated, . . . unverifiable and bear no semblance of
authenticity nor truthfulness."

The New Century Liquidating Trust, by and through Alan M. Jacobs,
Liquidating Trustee, objected to the Motion to Strike.

In a Sept. 26, 2013 Memorandum Order available at
http://is.gd/VmNdgFfrom Leagle.com, Bankruptcy Judge Kevin J.
Carey denied Ms. Galope's Motion to Strike, saying Ms. Galope does
nothing more than reiterate the same arguments raised in her
Original Motion and her disagreement with the Court's conclusions.

                      About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEW CENTURY TRS: Court Won't Appoint Borrowers Committee
--------------------------------------------------------
Bankruptcy Judge Kevin J. Carey tossed the request of Helen Galope
for an order appointing a filed an Official Committee of Borrowers
in the Chapter 11 cases of New Century TRS Holdings, Inc, et al.
Ms. Galope lodged the request more than six years after
commencement of the chapter 11 proceeding, more than three years
after confirmation of a chapter 11 plan, and after the United
States Trustee denied Ms. Galope's prior request to appoint a
"borrowers committee."

The U.S. Trustee and Alan M. Jacobs, as Liquidating Trustee of New
Century Liquidating Trust and Plan Administrator of New Century
Warehouse Corporation, objected to Ms. Galope's request.

A hearing on the Borrowers Committee Motion was held June 20,
2013.

In her Motion, Ms. Galope asks the Bankruptcy Court to appoint a
committee to represent the interests of a specific class of
creditors -- the "Borrowers."  Ms. Galope argues that the
Borrowers each hold "secured senior priority claims, superior over
all unsecured creditors."  She asserts that the Liquidating Trust
is managed by the Plan Advisory Committee, which is comprised of
former members of the Official Committee of Unsecured Creditors,
and consists of large, institutional creditors who do not and
cannot represent the interests of the Borrowers.  She also asserts
that a Borrowers Committee is needed because a number of
Borrowers, including Ms. Galope, are asserting claims against the
Debtors pro se:

"without proper representation, armed with limited resources,
(SOME HAVE ALREADY LOST HOMES), uneducated on the applicable laws
and rules of filing, and are, therefore helpless against the super
lawyer caliber of Hahn & Hessen and Blank Rome, Counsels for the
Trustee."

Ms. Galope also offered the names of four individuals to be the
members of the Borrowers Committee and proposed that counsel who
is currently representing her in a state court action be appointed
to represent the Borrowers Committee.

The U.S. Trustee and Mr. Jacobs argued that it is too late in the
bankruptcy case to appoint an additional committee and, further,
that it is inappropriate to appoint a committee for the purpose of
representing individual creditors in litigation to support
allowance of their individual claims.

A copy of the Court's Sept. 26, 2013 Memorandum Order is available
at http://is.gd/spq5fZfrom Leagle.com.

                         About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEWLEAD HOLDINGS: Clarifies Sept. 18 Release on Plant Sale Talks
----------------------------------------------------------------
NewLead Holdings Ltd. on Sept. 26 disclosed that the references in
the press release, dated September 18, 2013, to the agreements
between the Company and sellers in regard to the second mine and
wash plant in Kentucky, USA, should have been referred to as
advanced negotiations.

The Company further clarifies that references to appraisals should
have been references to representations by the potential seller of
the mines and wash plant on the basis of materials they furnished
the Company as part of the preliminary due diligence conducted.

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NGPL PIPECO: Bank Debt Trades at 11% Off
----------------------------------------
Participations in a syndicated loan under which NGPL Pipeco LLC is
a borrower traded in the secondary market at 89.17 cents-on-the-
dollar during the week ended Friday, September 27, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.51
percentage points from the previous week, The Journal relates.
NGPL Pipeco LLC pays 550 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 4, 2017.  The bank
debt carries Moody's B2 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 201 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in Houston, Texas, NGPL PipeCo. LLC is a holding
company for Natural Gas Pipeline Company of America and other
interstate natural gas pipeline assets.  NGPL is 80% owned by
Myria Acquisition LLC and 20% owned and operated by Kinder Morgan,
Inc.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2013,
Moody's Investors Service downgraded NGPL PipeCo LLC's (NGPL)
senior unsecured debt rating, Corporate Family Rating, and
Probability of Default Rating to B2 from Ba3. NGPL's Speculative
Grade Liquidity Rating is changed to SGL-3 from SGL-2. The rating
outlook is now stable.


NORANDA OPERATING: DBRS Confirms BB Rating on Sr. Secured Notes
---------------------------------------------------------------
DBRS Inc. has released a report on Noranda Operating Trust that
provides further detail on the recent confirmation of the Trust's
Senior Secured Notes rating at BB (high) with a Stable trend.

The Trust remains a well-established and profitable processor of
zinc concentrates strategically located to serve North American
zinc metal markets, but is highly dependent on a zinc concentrate
supply and processing agreement (Supply and Processing Agreement)
with Glencore Canada Corporation (Glencore Canada) that ends its
initial term in May 2017.  Post-May 2017, the economic viability
of the Trust's zinc processing facility (CEZinc) is uncertain as
it will need to replace (or continue) the Glencore Canada
concentrate supply in a market that is currently in oversupply
with low zinc processing charges.  The Trust's debt has been
reduced sharply and its credit metrics are now very strong for its
rating. Nonetheless, the Trust's earnings and cash flow are fully
dependent on the terms of its Supply and Processing Agreement with
Glencore Canada and continuing near-capacity operation.

In the first half of 2013, the Trust has continued to restrict
distributions to provide funds to maintain the operational
capability of CEZinc and build resources to accommodate any
transition / remediation / closure costs that may be incurred
post-May 2017.  DBRS views this as prudent action given the
profitability of the CEZinc facility post-May 2017 remains in
doubt.


NYC OPERA: Files for Bankruptcy After Missing Fund-Raising Goal
---------------------------------------------------------------
Jennifer Maloney, writing The Wall Street Journal, reported that
New York City Opera's board voted on Sept. 26 to file for Chapter
11 bankruptcy and dissolve the company if it doesn't raise $7
million by Monday, City Opera spokeswoman Risa Heller said.

According to the report, the storied company, which launched the
careers of stars such as Beverly Sills and Pl cido Domingo, hasn't
yet come close to reaching its emergency fundraising goal of $7
million, a figure the company had said it must raise by the end of
the month.

City Opera announced earlier this month, shortly before its much-
anticipated U.S. premiere of "Anna Nicole" at the Brooklyn Academy
of Music, that if it didn't raise $7 million by the end of
September, it would cancel the rest of it season and could fold
entirely, the report related.

The emergency capital campaign, which targeted a total of $20
million by the end of the year, came two years after the company's
dire financial straits prompted it to cut its budget, shrink its
season and leave its longtime home at Lincoln Center, the report
added.

Those measures, which led to a bruising labor fight, allowed City
Opera to balance its budget for the first time in more than a
decade, but left the company still struggling with cash-flow
problems, the report said.


OLD REPUBLIC: Fitch Hikes Senior Debt Rating From 'BB+'
-------------------------------------------------------
Fitch Ratings has upgraded Old Republic International
Corporation's (ORI) holding company ratings, including the senior
debt rating to 'BBB-' from 'BB+'. Fitch has also affirmed the
Insurer Financial Strength (IFS) ratings of ORI's insurance
subsidiaries at 'A-'. The Rating Outlook is Stable.

Key Rating Drivers

Fitch's rationale for the upgrade of ORI's debt to standard
notching reflects significantly reduced concerns related to the
run-off of Republic Mortgage Insurance Company (RMIC).
Additionally, RMIC is expected to be increasingly less significant
as its run-off book of business diminishes, which reduces the
likelihood that its financial difficulties would trigger debt
covenants that result in debt acceleration. Such acceleration risk
was a key driver of previously expanded notching of the debt
ratings.

The rating action also reflects improved liquidity and ORI's
return to operating earnings in first-half 2013 following five
consecutive years of operating losses. ORI's ratings also reflect
solid capitalization in its property/casualty and title insurance
subsidiaries, sound underwriting results, and conservative
reserving practices.

Fitch believes ORI's liquidity is sufficient to repay debt in what
the agency now views as a low likelihood event of debt
acceleration. As of June 30, 2013, the company reported $265
million of cash and short-term investments at the holding company
and its non-regulated subsidiaries. In addition, ORI has
approximately $351 million of statutory dividend capacity. These
combined liquidity sources are sufficient to repay ORI's
outstanding debt of $550 million.

Second-quarter 2013 marks ORI's second consecutive quarter of
profitability since 2007. The company reported tremendously
improved net earnings at $250.2 million for first-half 2013
compared with a net loss of $33.5 million for the prior year
period. The improvement was largely due to earnings emergence in
Republic Financial Indemnity Group, Inc. (RFIG), the run-off
mortgage insurance and consumer credit indemnity (CCI) businesses,
while property/casualty (P/C) and title operations remained solid.

RFIG reported pretax operating earnings of $35.1 million for
first-half 2013 compared with a pretax operating loss of $251.5
million in the prior year period. The segment benefited from fewer
newly reported defaults and significantly lower claim provisions,
as a result of favorable reserve development on prior policy
years. While the housing market recovery continues, uncertainty
around its longevity remains given tepid economic growth and
rising interest rates.

ORI's P/C operations remain solid with a combined ratio of 98.4%
for first-half 2013 compared with 103.0% for the prior-year
period. The run-off CCI business comprised 0.7 percentage points
(pp) and 5.2pp of the combined ratio in both respective periods.
Workers' compensation and commercial auto, the company's two
largest lines, remain challenging. Workers' compensation is
adversely affected by elevated unemployment levels, which
typically leads to longer periods of disability for injured
workers, low interest rates and medical inflation, which is
somewhat offset by price increases. Additionally, elevated loss
costs in commercial auto (trucking) and general liability
persists.

Fitch views ORI's P/C operations as strongly capitalized
demonstrated by its 'very strong' score on Fitch's Prism capital
model at year-end 2012. Also supporting the agency's view of
capital is a NAIC risk-based capital ratio of 306% of company
action level at year-end 2012, and net premiums written-to-surplus
of about 0.7x.

ORI's title companies remain firmly capitalized with an operating
leverage ratio of 4.3x at year-end 2012. Fitch's 2012 risk-
adjusted capital (RAC) ratio for ORI's title operations was also
solid at 174%.

ORI's title insurance operations reported further improvement in
underwriting results for first-half 2013 with a 94.5% combined
ratio compared with 97.1% during the prior-year period. The
segment's growth over the past several years has led to
significant market share gains, but the pricing adequacy of this
business remains uncertain, in Fitch's view.

ORI has improved debt servicing capability with a GAAP and
statutory fixed-charge coverage ratio of 22x and 15x,
respectively, as of June 30, 2013. ORI's financial leverage ratio
is moderate at 14.4% (excluding unrealized investment gains).

ORI's title subsidiaries are considered 'very important' under
Fitch's group rating methodology and Fitch believes the parent
remains committed to these operations. Given that group ratings
and the title subsidiaries' stand-alone ratings have been
equalized, parental support is irrelevant at current levels.
However, parental support remains critical to the ratings in a
scenario where uplift is applied.

Rating Sensitivities

Factors that could lead to an upgrade include sustainability of
improved operating performance and seasoning of favorable trends
materializing at RFIG. Additionally, ORI should maintain solid
capitalization with a 'very strong' score on Fitch's P/C Prism
capital model.

Factors that could lead to a downgrade include:
-- Heightened concerns related to CCI or the RMIC run-off compared
   to expectations, including an adverse amendment to the Final
   Order by the NCDOI;

-- A weakening of debt servicing capabilities, whereby GAAP fixed
   charge coverage and statutory fixed charge coverage (including
   holding company liquidity) fall below 7x;

-- Significant deterioration in capitalization, whereby operating
   leverage increases above 1.4x or ORI's score on Fitch's P/C
   Prism capital model deteriorates such that the cushion above
   the 'strong' level weakens significantly;

-- Deterioration in P/C underwriting results with combined ratios
   above 105%;

-- Increase in financial leverage to levels near 30%.

Fitch upgraded the following ratings:

Old Republic International Corp.
-- IDR to 'BBB' from 'BBB-';
-- $550 million 3.75% senior notes due March 15, 2018 to 'BBB-'
   from 'BB+'.

Fitch affirmed the following ratings with a Stable Outlook:

Bituminous Casualty Corp.
Bituminous Fire & Marine Insurance Co.
Great West Casualty Co.
Old Republic Insurance Co.
Old Republic Lloyds of Texas
Old Republic General Insurance Co.
Old Republic Surety Co.
Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.
American Guaranty Title Insurance Co.
Mississippi Valley Title Insurance Co.
Old Republic National Title Insurance Co.
-- IFS at 'A-'


PEP BOYS-MANNY: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Philadelphia-based Pep Boys-Manny, Moe & Jack to stable from
negative.  S&P affirmed all ratings on Pep Boys, including its 'B'
corporate credit rating on the company.

The ratings on Pep Boys reflect Standard & Poor's analysis that
the company's business risk profile remains "vulnerable" and its
financial risk profile remains "aggressive."

"Our business risk assessment reflects the company's weak
competitive position, principally because of its competitively
disadvantaged, though improving, store base.  Pep Boys has
meaningfully lower sales and profit per square foot relative to
its much larger automotive parts retailer peers, given its
excessive store size which include service bays, unlike
competitors," said credit analyst Ana Lai.  "We believe Pep Boys
has the ability to improve its competitive position through its
service and tire center (STC) expansion plan longer term, which
would reduce average store size and would increase higher margin
service- and maintenance-related revenue."

The stable outlook incorporates S&P's expectation that Pep Boys
will maintain credit metrics at current levels primarily on
account of stable operating performance.  S&P expects growth in
its service business and gross margin stability to offset the drag
from continued negative retail growth.

S&P would consider a lower rating if EBITDA declines by more than
20%, causing debt leverage to approach 5.5x.  This could occur if
the company's revenues decline by low-single digits in 2013 and
operating margins contract by about 150 bps.  One driver could be
much weaker tire segment performance than S&P assumes or worse
than expected retail sales trends.  Debt leverage could also
increase if the company adds on debt for acquisitions or to fund
share buybacks leading to weak credit metrics more indicative of a
"highly leveraged" financial risk profile.

Although unlikely in the near term, S&P would consider a higher
rating if it revises its business risk assessment to "weak" from
"vulnerable" while maintaining an "aggressive" financial risk
profile with debt leverage approaching 4.0x.  This would most
likely be predicated on the company's ability to make continued
progress in its STC expansion strategy while achieving sustainable
improvement in operating efficiency and store productivity.
Specifically, this could occur if sales grow 3% and gross margin
improves by 30 bps in 2013 resulting in debt leverage below 4.0x.


PREMIERE HOLDINGS: Dist. Court Won't Lessen Ex-CEO's Jail Time
--------------------------------------------------------------
In the action Ted Russell Schwartz Murray, Petitioner, v. United
States of America, Respondent, Civil Action No. 4:13-0032 (S.D.
Tex.), District Judge Vanessa D. Gilmore:

   -- denied Mr. Russell's Motion to Vacate, Set Aside, or Correct
      Sentence;

   -- granted the U.S. government's Motion to Dismiss Mr.
      Russell's bid; and

   -- denied Mr. Russell a Certificate of Appealability.

Mr. Murray was the president and CEO of Premier Holdings, the
company that solicited money from investors to fund real estate
loans through its P72 Program.  By 2001, several of the largest
loans were in default and Premiere filed for bankruptcy on Oct. 2,
2001.

Mr. Murray was meted out a 20-year sentence for multiple counts of
conspiracy, mail fraud, and securities fraud for his involvement
in the Premiere Holdings' failure.

A copy of the District Court's Aug. 30, 2013 Order is available at
http://is.gd/PsGcPgfrom Leagle.com.


PRM FAMILY: BofA Wants Conditions Imposed in Lease Extension
------------------------------------------------------------
Justin A. Sabin, Esq., at Bryan Cave LLP, on behalf of Bank of
America, N.A., as administrative agent and a lender under the
Amended and Restated Credit Agreement dated July 1, 2011, asks the
Bankruptcy Court to approve PRM Family Holding Company, L.L.C., et
al.'s motion to extend the assumption/rejection deadline with
respect to nonresidential real property leases, subject to the
resolution of these matters, among other things:

   1. the extension motion is a bare-bones pleading; the
      Debtors have not identified the leases and subleases
      that are the subject of the extension motion; and

   2. the Debtors must be required to file a certificate of
      service avowing that the extension motion was served on
      each and every counterparty to an unexpired non-residential
      real property lease and sublease.

The Court will convene a hearing on Oct. 3, 2013, at 10 a.m., to
consider the matter.

The Debtor owes BofA in excess of $48 million.

As reported in the Troubled Company Reporter on Sept. 2, 2013,
the Debtors ask the Bankruptcy Court to extend the deadline to
assume or reject leases of non-residential real property from
Sept. 25, 2013, until Dec. 23.  The Debtors explained they are in
the process of reviewing and analyzing the unexpired real property
leases, which are critical to their business affairs and seek
additional time to make a determination concerning the assumption
or rejection of such real property leases.

                        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: Plan Proposes to Recast Secured Debt
------------------------------------------------
Michael McGrath, Esq., at Mesch, Clark & Rothschild, P.C., on
behalf of PRM Family Holding Company, L.L.C., submitted to the
Bankruptcy Court on Sept. 23 a Joint Disclosure Statement in
support of Plan of Reorganization.

According to the Disclosure Statement, the Debtor will continue
the operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

The Debtors' Joint Plan also proposes recasting secured
indebtedness to the amount of the value of the creditor's
collateral.  The Court will need to value the collateral of all
secured creditors including Bank of America.  Bank of America's
collateral package is not valued as the going concern of the
Debtors because Bank of America lacks a security interest in
certain key assets of the Debtors' business.  As a result,
Bank of America's assets will need to be valued individually and
not as part of a going concern business valuation.  Unsecured
indebtedness, including under-secured portion of any creditor,
will be paid over time from a percentage of net profits.

Effective Date payments will be funded from the companies'
operations and new value contributions from the equity holders or
others.  The Debtors may also obtain an exit loan to provide
liquidity on the Effective Date and post-confirmation.  The
Debtors may reject or re-negotiate certain leases or executory
contracts.

                        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.


ROBINSON MEMORIAL: Revenue Decline Cues Moody's to Cut CFR to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Robinson Memorial
Hospital's bond rating to Ba2 from Baa3, affecting $5.2 million of
rated bonds issued by the County of Portage, Ohio. The rating
downgrade is due to the hospital's steep volume declines and
negative cash flow in 2013, and severe liquidity risk given its
rate covenant breach and need to receive bank waivers in order to
avoid debt acceleration.

Rating rationale:

The rating downgrade to Ba2 is based on steep declines in all
inpatient and outpatient volume measures resulting in a material
10% revenue decline and negative operating cashflow. Operating
performance is substantially below expectations. RMH's small size
is a significant competitive disadvantage as large Cleveland-based
healthcare systems are aggressively targeting RMH's service area
and gaining market share. RMH is facing severe liquidity risk
following a technical default related to the breach of a debt
service coverage covenant in its bank agreements. The hospital
received waivers for the first quarter of 2013 but is awaiting
further waivers to avoid debt acceleration. RMH's unrestricted
investments have declined further than anticipated; Moody's
expects the decline will accelerate given negative cashflow and
debt service and capital requirements.

The rating is under review for further downgrade given the
severity of the financial decline and liquidity risk related to
the banks' ability to accelerate debt in the absence of continued
waivers. Moody's will be monitoring several short-term milestones
and developments to inform its next rating decision: (1) IRS
approval of RHM's conversion from a county hospital to a private
501c3 hospital, which is required for RMH to proceed with merger
or partnership discussions; (2) progress on identifying a larger
health system to effectively assume ownership of RMH, including
debt obligations; (3) receipt of bank waivers and changes in
covenants, as well as headroom under covenants; and (4) operating
cashflow trend and pace of liquidity declines.

Challenges

- The operating loss through eight months of FY 2013 grew to a
  substantial $11.3 million (-12.6% operating margin and -0.5%
  operating cash flow margin).

- Inpatient and outpatient volumes have dropped substantially
  with admissions down by 15% and total surgeries down by 8%
  through eight months of FY 2013. Total revenues contracted by a
  material 10% through eight months of FY 2013.

- RHM's investments are likely to decline substantially with
  negative operating cashflow and debt service and capital needs.
  Unrestricted liquidity declined to $42.7 million as of August
  31, 2013, equating to lower 114 days cash on hand and 67% cash-
  to-direct debt. RMH has very little cushion under its 100 days
  cash on hand bank agreement covenant measured quarterly.

- RMH is in technical default from the breach of the 1.2 times
debt service coverage covenant under bank agreements. RMH has
not yet received a waiver for the second quarter breach,
creating severe liquidity risk of debt acceleration.

- RMH's small size is a significant disadvantage in an
increasingly competitive market. Cleveland Clinic Health System
(Aa2 stable) and University Hospitals Health System (A2 stable)
have both built large outpatient facilities 15 miles north of
RMH and are aggressively acquiring physicians.

- The service area demographics are weak with flat to modest
population growth, low median income levels, and growth in
uncompensated care.

Strengths

- Relative to the current rating category, RMH maintains
adequate days cash on hand with 114 days cash on hand as of
August 31, 2013, although significantly down from 150 days at
FYE 2012.

- RMH has no large capital spending and no new money debt
planned over the near term.

- The hospital is converting from a county-owned facility to a
private 501c3 hospital and is actively seeking a larger health
system partner. Moody's expectation is that RMH's debt will be
retired or assumed as part of this transaction.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


SANIBEL SUNDIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sanibel Sundial Partners, LLC
        dba Sundial Beach and Golf Resort
        aka Sundial Beach Resort & Spa

Case No.: 13-12826

Chapter 11 Petition Date: September 26, 2013

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

Debtor's Counsel: Stephen R Leslie
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Email: sleslie.ecf@srbp.com

                  and

                  Daniel R. Fogarty
                  Stichter, Riedel, Blain & Prosser, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Email: dfogarty.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


SEAGATE TECHNOLOGY: S&P Raises Corp. Credit Rating From 'BB+'
-------------------------------------------------------------
Standard & Poor's Rating Services said it raised its corporate
credit rating on Ireland-based Seagate Technology PLC to 'BBB-'
from 'BB+', reflecting S&P's expectation that the company is
likely to stabilize its revenues and will continue to moderate
shareholder returns and investment spending such that its leverage
is contained to less than 2x.  The outlook is stable.

S&P is also raising the issue-level ratings to 'BBB-' from 'BB+'.
Because the ratings are going to investment grade from speculative
grade, S&P is also withdrawing the '3' recovery ratings on the
company's debt.

"The ratings on Seagate reflect its business concentration within
the hard disk drive (HDD) sector, which is highly cyclical and
threatened by a secular migration to SSD technology, resulting in
our assessment of the company's business risk profile as 'fair,'"
said Standard & Poor's credit analyst John Moore.

S&P believes HDD industry consolidation over the past two years,
including Seagate's purchase of Samsung's HDD business in December
2011 and Western Digital's purchase of Hitachi's HDD business at
about the same time, contributes to greater industry pricing
stability.  Seagate, with about $3.4 billion in revenues for the
quarter ended June 28, 2013, currently has very strong unit market
shares in PC and enterprise HDD markets, overall in the 40% area,
which S&P expects will continue to support its competitive
position.

The outlook is stable, based on S&P's expectation for Seagate's
profitability to remain ample over the coming two years, albeit
with revenue and earnings moderation related to weak PC industry
conditions and SSD substitution.  Considering Seagate's business
prospects and financial policies, S&P expects the company will
continue to accommodate its share repurchases, dividends, and
acquisition spending within a 2x leverage framework appropriate
for the rating.  Given the range of leverage that S&P anticipates
over time, a lower rating would likely be the result of a more
aggressive posture toward shareholder returns and acquisitions and
an accelerated secular shift to SSD technology, resulting in
leverage sustained over 2x.  Business risks related to SSD
substitution limit the possibility of a higher rating over the
next two years.


SEAWORLD PARKS: Bank Debt Trades at 1% Off
------------------------------------------
Participations in a syndicated loan under which Seaworld Parks and
Entertainment Inc. is a borrower traded in the secondary market at
98.88 cents-on-the-dollar during the week ended Friday, September
27, 2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.45 percentage points from the previous week, The
Journal relates.  Seaworld Parks and Entertainment Inc. pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 10, 2020.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The loan is one of the
biggest gainers and losers among 201 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported in the Troubled Company Reporter on May 8, 201,
Standard & Poor's Ratings Services assigned Orlando, Fla.-based
SeaWorld Parks & Entertainment Inc.'s proposed $1.4 billion term
loan B-2 due 2020 and the company's $192.5 million revolver due
2018 its 'BB-' issue-level rating (one notch higher than S&P's
'B+' corporate credit rating on the company), with a recovery
rating of '2'.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.


SIMON WORLDWIDE: Overseas Toys to Subscribe 23.8MM Common Shares
----------------------------------------------------------------
Overseas Toys intends to subscribe to purchase all of the
23,854,680 shares of common stock being offered by Simon
Worldwide, Inc., according to a regulatory filing with the U.S.
Securities and Exchange Commission.

On Aug. 28, 2013, Simon Worldwide commenced an offering of
subscription rights to purchase shares up to 23,854,680 shares of
common stock at $0.21 per share to its stockholders which, if
fully subscribed, would result in gross proceeds to Simon of
$5,009,482.

Ronald W. Burkle, OA3, LLC, Multi-Accounts, LLC, and Overseas
Toys, L.P., disclosed that as of Sept. 25, 2013, they beneficially
owned 41,763,668 shares of common stock of Simon Worldwide
representing 82.5 percent of the shares outstanding.

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

                       http://is.gd/UJuHhU

                      About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.

The Company's balance sheet at June 30, 2013, showed $6.33 million
in total assets, $139,000 in total liabilities, all current, and
$6.19 million in total stockholders' equity.


SINCLAIR TELEVISION: New $300MM Sr. Notes Get Moody's B1 Rating
---------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Sinclair
Television Group, Inc.'s proposed $300 million senior notes being
issued to redeem the 9.25% 2nd lien senior secured notes. Sinclair
Broadcast Group, Inc.'s Ba3 Corporate Family Rating , Ba3-PD
Probability of Default Rating , and ratings on the company's
senior secured bank credit facilities and senior notes were left
unchanged. The SGL - 2 Speculative Grade Liquidity (SGL) Rating
and the outlook were also left unchanged.

Assigned:

Issuer: Sinclair Television Group, Inc.,

New $300 million of Senior Notes: Assigned B1, LGD5 -- 80%

Unchanged:

Issuer: Sinclair Broadcast Group, Inc.

Corporate Family Rating: Unchanged Ba3

Probability of Default Rating: Unchanged Ba3-PD

Speculative Grade Liquidity Rating: Unchanged SGL -- 2

Issuer: Sinclair Television Group, Inc.,

$150 million1st Lien sr Secured Revolver: Unchanged Ba1, LGD2 --
25%

$700 million 1st Lien sr Secured Term Loan A due 2018: Unchanged
Ba1, LGD2 -- 25%

$1.4 billion 1st Lien sr Secured Term Loan B due 2020: Unchanged
Ba1, LGD2 -- 25%

8.375% convertible sr notes due 2018 ($238 million outstanding):
Unchanged B1, LGD5 -- 80%

5.375% sr notes due 2021($600 million outstanding): Unchanged B1,
LGD5 -- 80%

6.125% sr notes due 2022 ($500 million outstanding): Unchanged B1,
LGD5 -- 80%

Outlook Actions:

Issuer: Sinclair Broadcast Group, Inc.

Outlook, Unchanged Stable

Issuer: Sinclair Television Group, Inc.

Outlook, Unchanged Stable

To be withdrawn upon completion of tender or full redemption:

Issuer: Sinclair Television Group, Inc.,

9.25% 2nd lien sr secured notes due 2017 ($500 million
outstanding): Ba3, LGD4 -- 60%

Ratings Rationale:

Sinclair's Ba3 Corporate Family Rating reflects moderately high
leverage with a 2-year average debt-to-EBITDA ratio of 5.3x
estimated for FYE 2013 (including Moody's standard adjustments, or
5.0x net of cash) and pro forma for announced acquisitions,
including Barrington and Allbritton. The pending transactions
represent Sinclair's latest debt funded investment to expand its
footprint of U.S. households while further diversifying revenues
by geography, network affiliations, and market size. Ratings
incorporate mid-single digit percentage revenue declines in 2013,
on a same store basis, due to the absence of significant political
ad spending only partially offset by low single digit percentage
growth in core ad revenues and increases in retransmission fees.
Despite higher levels of SG&A and production expenses, including
reverse compensation, Moody's expects EBITDA margins to remain
above 32%-33% (including Moody's standard adjustments) generated
by the company's sizable and diverse television station group with
a focus on operating multiple primary television stations in a
market using duopolies and Local Marketing Agreements. Moody's
also expects management will achieve most of its planned
acquisition synergies for Barrington and Allbritton soon after the
transactions close given cash flow benefits are primarily from
contractual retransmission fees and despite the need to assimilate
recently acquired stations from Cox and Fisher Communications.
Notwithstanding Moody's base case scenario for overall revenue
declines in 2013, on a same store basis, it believes 2-year
average leverage ratios could improve over the next 12 months as
excess cash would be used to reduce credit facility balances or
prepay maturing notes, absent acquisitions.

The company recently announced the purchase of eight stations from
New Age Media for $90 million and Moody's believes Sinclair is
likely to acquire additional television stations over the next 12
months resulting in increased debt balances consistent with
management's stated acquisition strategy. The Ba3 rating and
stable outlook reflect Moody's expectation that, despite the
potential for additional debt financed purchases, the company will
sustain pro forma 2-year average debt-to-EBITDA ratios below 5.50x
allowing for financial metrics to be better positioned within the
Ba3 category. Ratings incorporate moderately high financial risk,
the inherent cyclicality of the broadcast television business,
increasing media fragmentation, and potential challenges related
to management's acquisition strategy. The SGL-2 liquidity rating
reflects good liquidity and generally full availability under the
increased revolver.

The stable outlook reflects Moody's expectation that core revenues
will grow in the low single digit percentage range over the next
12 months with additional increases in retransmission fees
(increasingly offset by higher levels of production expense,
including reverse compensation), but the lack of significant
political ad demand will result in overall revenue declines in
FY2013 on a same store basis. In the absence of additional
acquisitions, Moody's believes Sinclair would apply free cash flow
to reduce debt balances in excess of required term loan
amortization contributing to improved leverage and greater free
cash flow. Ratings could be downgraded if 2-year average debt-to-
EBITDA ratios exceed 5.50x (incorporating Moody's standard
adjustments) or if distributions, share repurchases or
deterioration in operating performance results in free cash flow-
to-debt ratios falling below 4%. Ratings could also be downgraded
if liquidity deteriorates due to dividends, share buybacks, debt
financed acquisitions, or decreased EBITDA cushion to financial
covenants. Although not likely in the next 12 months given
management's acquisition strategy, ratings could be upgraded if
Sinclair's 2-year average debt-to-EBITDA ratios are sustained
comfortably below 4.25x with good liquidity including free cash
flow-to-debt ratios in the high single digit range. Management
would also need to show a commitment to financial policies
consistent with the higher rating.

The principal methodology used in these ratings was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD,
and founded in 1986, is a television broadcaster, operating,
programming or providing sales services to 162 stations in 77
markets pro forma for announced transactions. The station group
will reach 38.7% of U.S. television households and include 38 FOX,
29 ABC, 26 CBS, 25 CW, 22 MNT, 15 NBC, 5 Univision, one
independent, and one Azteca affiliates. Members of the Smith
family exercise control over most corporate matters given they
represent four of the eight board seats and, through Sinclair's
dual class share structure, the Smith family controls
approximately 82% of voting rights. Pro forma for all announced
transactions, net broadcast revenues for the 12 months ended
December 31, 2012 totaled $2.0 billion.


SINCLAIR TELEVISION: S&P Rates $300MM Senior Notes 'B'
------------------------------------------------------
Standard & Poor's Ratings Services assigned Sinclair Television
Group Inc.'s proposed $300 million senior notes due 2021 its 'B'
issue-level rating, with a recovery rating of '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for
noteholders in the event of a payment default.  Sinclair
Television is a wholly owned subsidiary of Hunt Valley, Md.-based
U.S. TV broadcaster Sinclair Broadcast Group Inc.

The company expects to use the proceeds to fund the redemption of
its outstanding 9.25% senior secured second-lien notes due 2017.
S&P will withdraw its issue-level ratings on the 2017 notes when
that transaction closes.

The ratings on Sinclair reflect a "satisfactory" business risk
profile and an "aggressive" financial risk profile.  S&P views
Sinclair's business risk profile as satisfactory, according to its
criteria, because of its significant size, scale, and diversity as
one of the largest independent TV broadcasters, good EBITDA
margin, and strong conversion of EBITDA to discretionary cash
flow.  The rating also reflects the long-term structural changes
in the consumption of media, with viewers shifting to alternative
media for news and entertainment.

"We assess Sinclair's management as "fair" under our criteria.
The company is controlled by the Smith family and has a history of
actions that benefit the majority shareholders more than the
minority shareholders and bondholders.  Factors in our financial
risk profile assessment include its elevated debt-to-EBITDA ratio
and a history of debt-financed acquisitions and investments in
non-TV assets.  We expect Sinclair's debt to average-eight-quarter
EBITDA to remain below 5.5x on a sustained basis.  We estimate
leverage was about 5.3x on a pro forma basis for all proposed
acquisitions and assuming 100% debt financing for all pending
transactions as of June 30, 2013," S&P said.

RATINGS LIST

Sinclair Broadcast Group Inc.
Corporate Credit Rating            BB-/Stable/--

Sinclair Television Group Inc.
$300M senior notes due 2021        B
   Recovery Rating                  6


SMITHFIELD FOODS: Moody's Cuts CFR to B1 After Sale to Shuanghui
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Smithfield
Foods, Inc. as a consequence of the closing expected of the
acquisition of Smithfield by Shuanghui International Holdings Ltd.
through a merger with its wholly-owned subsidiary, Sun Merger Sub,
Inc. The downgrades include the Corporate Family Rating to B1 from
Ba3, Probability of Default Rating to B1-PD from Ba3-PD, senior
unsecured debt ratings to B2 from B1 and Speculative Grade
Liquidity rating to SGL-2 from SGL-1. The rating outlook is
stable. This concludes the ratings review that began on May 30,
2013 following the acquisition announcement.

Moody's also has withdrawn the Corporate Family Rating,
Probability of Default Rating and rating outlook of Sun Merger
Sub, as it will cease to exist following its merger into
Smithfield. Moody's has affirmed the B2 ratings on Sun Merger
Sub's senior unsecured debt, which will be obligations of
Smithfield at closing.

Rating Rationale:

The B1 Corporate Family Rating reflects the high financial
leverage resulting from the acquisition and uncertainty regarding
Smithfield's long-term operating strategy under new ownership.
Smithfield's ratings also reflect its global leadership in hog
production and pork processing and its single-protein focus that
results in high exposure to commodity price volatility.

Moody's is not currently anticipating major changes to
Smithfield's business profile in the near-term -- Shuanghui plans
to operate Smithfield as an independent operating company and will
contractually retain most of the current senior management team
for at least three years. Smithfield plans to use free cash flow
to reduce debt by the $900 million raised to fund the acquisition
within two years.

The SGL-2 rating reflects Smithfield's good liquidity profile
including strong internal cash flows, adequate back-up lines and
an asset base that is mostly unencumbered. Leverage covenant
cushion at closing under the company's $1billion inventory-backed
credit facility is less than ideal at below 15%; however this
cushion should grow over time as the company reduces debt levels.

The following rating actions have occurred:

Smithfield Foods, Inc.

Ratings downgraded:

Corporate Family Rating to B1 from Ba3;

Probability of Default Rating to B1-PD from Ba3-PD;

$500 million 7.75% senior unsecured notes due 2017 to B2 (LGD 4,
65%) from B1 (LGD 5, 75%);

$1,000 million 6.625% senior unsecured notes due 2022 to B2 (LGD
4, 65%) from B1 (LGD 5, 75%);

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

The rating outlook is stable.

Sun Merger Sub, Inc.

Ratings affirmed:

$500 million 5.250% senior unsecured notes due 2018 at B2 LGD-4
(65%);

$400 million 5.875% senior unsecured notes due 2021 at B2 LGD-4
(65%).

Ratings withdrawn:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD.

The senior unsecured ratings are one notch below the CFR due to
the higher priority rank of the existing $1 billion asset-based
liquidity facility.

Shuanghui will consummate the acquisition of Smithfield through a
merger of Sun Merger Sub, Inc., a wholly owned subsidiary of
Shuanghui, into Smithfield with Smithfield being the surviving
company. Following the merger, Smithfield will be a wholly-owned
subsidiary of Shuanghui. The transaction is valued at
approximately $7.2 billion, including the assumption of debt.
Shuanghui will acquire all of the outstanding shares of Smithfield
at a price of $34/share or approximately $4.7 billion and assume
approximately $2.5 billion of Smithfield debt.

Moody's estimates Smithfield's closing leverage at 5 times
debt/EBITDA on a standalone basis, which the company plans to
reduce steadily through free cash flow. Consolidated closing
leverage at Shuanghui will approximate 5.5 times. Shuanghui plans
to reduce debt balances at Smithfield from $3.4 billion at closing
to below $2.5 billion within 24 months after closing, which should
reduce debt/EBITDA below 4 times. Moody's assumes that Smithfield
will not make any shareholder distributions before it meets its
targeted debt levels.

An upgrade is unlikely in the near-term. However, if Smithfield
meets its targeted pace of deleveraging, and debt-to-EBITDA
leverage is likely to be sustained below 3.5 times, an upgrade
could occur. The ratings could be downgraded if Smithfield fails
to reduce debt/EBITDA leverage below 4.5 times within 12 months.
Other events that could trigger a downgrade may be out of the
company's control, including trade disruptions in key export
markets, a disease outbreak or a major oversupply condition.

Sun Merger Sub, Inc., a wholly owned subsidiary of Shuanghui
International Holdings was formed solely for the purpose of
acquiring Smithfield.

Hong Kong-based Shuanghui International Holdings is an investment
holding company that controls the largest poultry producer in
China (Henan Shuanghui Investment & Development Co., Ltd).
Shuanghui, currently an important Smithfield export customer,
intends to operate Smithfield as a wholly-owned independent
operating subsidiary.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor. Sales for the
fiscal year ended April 28, 2013 were approximately $13.2 billion.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


THIRTEENTH FLOOR: Ky. App. Ct. Affirms Ruling on PBI Bank Dispute
-----------------------------------------------------------------
The Court of Appeals of Kentucky affirmed orders of the Bullitt
Circuit Court in the case, RANDALL S. WALDMAN; H&R PROPERTIES,
LLC; AND WLW PROPERTIES, LLC, Appellants, v. PBI BANK, INC., F/K/A
BULLITT COUNTY BANK; AND LOUISVILLE GALLERIA, LLC, Appellees, Case
No. 2011-CA-002250-MR.

The Appeals Court said all arguments presented by appellants
Waldman, et al., premised on protection under 11 U.S.C. Sec. 362
is totally without merit or legal basis.

The appeal relates to orders issued in a legal dispute involving a
commercial space leased from Louisville Galleria, LLC, by
Thirteenth Floor Entertainment Center, LLC, in late 2003 for use
as a fitness center.  Randall Waldman became interested in
purchasing an interest in Thirteenth Floor and purportedly became
the CEO of Thirteenth Floor at around the time of the lease
agreement.  In July 2004, PBI Bank, at Mr. Waldman's request,
issued a $400,000 letter of credit for the benefit of Galleria.

Shortly after, however, Thirteenth Floor had trouble performing
under the lease, eventually vacated the leased premises, and filed
for bankruptcy protection.

Galleria subsequently presented the letter of credit to PBI Bank
for payment -- to which PBI Bank declined to honor.  By August
2005, various petitions and counterclaims were filed in the
Bullitt Circuit Court regarding the dispute.  Among other things,
in separate orders in 2011, the Bullitt Circuit Court (i)
dismissed all claims asserted by appellants Waldman, et al.,
against PBI Bank and Galleria, and (ii) awarded summary judgment
in PBI's favor on claims against the appellants.

A copy of the Appeals Court's Aug. 30, 2013 Opinion is available
at http://is.gd/qQXtlafrom Leagle.com.

Mr. Waldman, et al., are represented by Michael R. Wilson, Esq.
and John R. Wilson, Esq., of Wilson & Wilson, Attorneys at Law,
PLLC, in Frankfort, Kentucky.

Appellee PBI Bank Inc. is represented by Jennifer Hatcher, Esq. --
jhatcher@ackersonlegal.com -- of Arkerson & Yann, PLLC, in
Louisville, Kentucky.

Appellee Louisville Galleria, LLC, is represented by Robert W.
Griffith, Esq. -- rwgriffith@stites.com -- and Chadwick A.
McTighe, Esq. -- cmctighe@stites.com -- of Stites & Harbinson,
PLLC, in Louisville, Kentucky.

                      About Thirteenth Floor

Louisville, Kentucky-based Thirteenth Floor Entertainment Centers,
LLC, fdba Premier Health and Fitness, LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Ky. Case No. 04-36349) on Oct. 4, 2004.
Judge Thomas H. Fulton presides over the case.  Bruce D. Atherton,
Esq., at Atherton & Associates LLC, served as the Debtor's
counsel.  In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.

The case was converted to Chapter 7 on Nov. 8, 2004.  Gordon A.
Rowe, Jr., was appointed Chapter 7 trustee.


TOPPS COMPANY: Moody's B2 CFR Unchanged Over Revised Debt Deal
--------------------------------------------------------------
Moody's said that the revisions to the proposed Topp's bank
financing deal will not change its B2 corporate family rating, B3-
PD probability of default or B1 (LGD2, 29%) bank facility rating
or stable outlook.

Moody's said that the $15 million reduction in the term loan is a
credit positive that will result in pro-forma debt to Ebitda
closer to 5 times than the 5.5 times Moody's expected in the
original deal, and will result in more rapid deleveraging over
time. Likewise, the slightly increased revolver will benefit
liquidity although starting cash will be lower, the interest rate
higher, and the tighter covenant means that the covenant cushion
will be slightly narrower.

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

Founded in 1938, The Topps Company, Inc., which is co-owned by
Madison Dearborn Partners (75%) and The Tornante Company (25%), is
the preeminent manufacturer and brand marketer of sports cards,
entertainment products and distinctive kid's confectionery.


TRINITY COAL: Plan Outline Hearing Continued Until Oct. 2
---------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court Eastern
District of Kentucky continued until Oct. 2, 2013, at 9:30 a.m.,
the hearing to consider adequacy of information in the Disclosure
Statement explaining Trinity Coal Corporation, et al.'s Chapter 11
Plan.

At the Sept. 19, hearing on the Debtors' second amended disclosure
statement, the Court was advised that (i) the objections of
Travelers Casualty & Surety Company and Indemnity National
Insurance Company and the objections of the Unsecured Creditors
Committee would be addressed in an amended disclosure statement;
(ii) the objections of Western Pocahontas Properties Limited
Partnership and WPP LLC were withdrawn; and (iii) no action was
necessary on the reservation of rights  filed by Elk Horn Coal
Company, LLC.  The Debtors were expected to file a Plan supplement
on Sept. 29, 2013.

The Court has overruled the objections of Denham Commodity
Partners Fund III LP and Travis Coal Restructured Holdings LLC,
without prejudice to the Travis Parties asserting the objections
at a hearing on confirmation of the Debtors' plan.

According to the Court order, the only matters to come before the
Court at the continued hearing are the matters related to the CAT
objection and any new matter related to the Plan Supplement.

The Debtors are also ordered to submit by Sept. 30, at 9 a.m.:

   -- the amended disclosure statement incorporating the
      agreements, along with a copy of the amended plan and all
      exhibits; and

   -- a revised proposed order with respect to the solicitation
      motion.

As reported in the Troubled Company Reporter, the Debtors filed a
Second Amended Disclosure Statement for the Second Amended
Debtors' Joint Chapter 11 Plan of Reorganization, dated Sept. 16,
by the Debtors and a newly formed indirect wholly owned subsidiary
of Essar Global Limited n/k/a Essar Global Fund Limited as joint
proponents.

Pursuant to the Plan terms, all Senior Secured Credit Facility
Secured Claims in Class 4 will be deemed to be Allowed Secured
Claims in the aggregate principal amount of $60 million, solely
for the purpose of this Plan.  Holders of an Allowed Class 4 Claim
will receive:

     (i) from EGFL under the EGFL Guarantee on the Effective
         Date $55 million, to be paid directly by EGFL to the
         Senior Secured Credit Facility Administrative Agent in
         Cash, for the ratable benefit of the Senior Secured
         Credit Facility Lenders and to be applied by the Senior
         Secured Credit Facility Administrative Agent in
         accordance with the terms of the Senior Secured Credit
         Facility Credit Agreement, which Cash, plus the sum of
         any unreimbursed draws under Letters of Credit paid by
         Essar on the Effective Date and the stated amount of
         the Replacement Letters of Credit up to but not exceeding
         the Guaranteed Note Obligations then due and payable,
         will be paid solely in satisfaction of the Guaranteed
         Note Obligations, and

    (ii) $1 million, to be funded to the Debtors by EGFL on the
         Effective Date then paid directly by the Debtors to the
         Senior Secured Credit Facility Administrative Agent in
         Cash, for the ratable benefit of the Senior Secured
         Credit Facility Lenders and to be applied by the Senior
         Secured Credit Facility Administrative Agent in
         accordance with the terms of the Senior Secured Credit

         Facility Credit Agreement, which Cash shall be paid
         solely in satisfaction of the Senior Secured Credit
         Facility Secured Claims.

General Unsecured Claims in Class 6, including all Allowed Senior
Secured Credit Facility Deficiency and all CAT Deficiency Claims,
will receive a Pro Rata interest on the Trust Assets, provided
that each Holder of an Allowed Senior Secured Credit Facility
Deficiency Claim waives the entire amount of such Senior Secured
Credit Facility Deficiency Claim on the Effective Date.

Essar Unsecured Claims in Class 7 will not receive any
distribution on account of such claims.

Section 510(b) Claims in Class 9 will not receive any distribution
on account of such Claims, and Section 510(b) Claims will be
discharged, cancelled, released, and extinguished as of the
Effective Date.

Trinity Parent Corporation ("TPC) Interests in Class 11 will not
receive any distribution on account of such TPC Interests, and TPC
Interests will be discharged, cancelled, released, and
extinguished as of the Effective Date, and will be of no further
force or effect.

A copy of the Second Amended Disclosure Statement for the Second
Amended Debtors' Joint Chapter 11 Plan of Reorganization is
available at http://bankrupt.com/misc/trinitycoal.doc725.pdf

                        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.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.


TUCSON COUNTRY SCHOOL: S&P Cuts Refunding Bonds Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Pima County Industrial Development Authority,
Ariz.'s educational revenue refunding bonds, series 2007, issued
for the Tucson Country Day School, a K-8 charter school located in
Tucson, Ariz.  The outlook is negative.

"The rating action reflects our view of the school's uneven
operations, as demonstrated by the school's recent deficits and
failure to meet 1x maximum annual debt service coverage for two of
the last three audited fiscal years," said Standard & Poor's
credit analyst Duncan Manning.

More specifically, the rating further reflects S&P's opinion of:

   -- The decline in enrollment in the fall of 2013;

   -- The school's failure to meet 1x maximum annual debt service
      coverage in fiscal years 2012 and 2010;

   -- The school's limited financial flexibility;

   -- The loss in funding for the full-day kindergarten program,
      which has not been restored; and

   -- The inherent risks associated with charter schools,
      including the possibility the charter may not be renewed or
      may be revoked.

As of June 30, 2012, the school had a total of $5.5 million in
series 2007 debt outstanding.


UNIVAR NV: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Univar NV is a
borrower traded in the secondary market at 96.63 cents-on-the-
dollar during the week ended Friday, September 27, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.69
percentage points from the previous week, The Journal relates.
Univar NV pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on June 30, 2017.  The bank debt
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 201 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Univar N.V. -- http://www.univarcorp.com/-- is one of the largest
distributors of industrial chemicals and providers of related
services to a diverse set of end markets in the US, Canada and
Europe.  In April 2007, the company purchased ChemCentral
Corporation, the fourth largest chemicals distributor in the US,
for a purchase price of about $650 million, which resulted in the
combined entities becoming the largest chemicals distributor in
North America.  The company had pro forma revenues (including
ChemCentral Corporation) of $8.3 billion for the LTM ended
June 30, 2007.


URGENT CARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Urgent Care of Mt. Vernon, LLC
        7609 B Richmond Highway
        Alexandria, VA 22306

Case No.: 13-14372

Chapter 11 Petition Date: September 26, 2013

Court: U.S. Bankruptcy Court Eastern District of Virginia
       (Alexandria)

Judge: Robert G. Mayer

Debtor's counsel: Jeffery T. Martin, Jr.
                  Henry & O'Donnell, P.C.
                  300 N. Washington St.
                  Suite 204
                  Alexandria, VA 22314
                  Tel: (703) 548-2100
                  Fax: (703) 548-2105
                  Email: jtm@henrylaw.com

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

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Earl Reed as owner/manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb13-14372.pdf


VALENCE TECHNOLOGY: Oct. 30 Hearing to Confirm Amended Plan
-----------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas will convene a hearing on Oct. 30, 2013,
at 1:30 p.m., to consider confirmation of Valence Technology
Inc.'s First Amended Plan of Reorganization.  Objections, if any,
are due Oct. 21, at 5 p.m.

Written ballots accepting or rejecting the Plan are due Oct. 21.
The Debtor is required to file a summary of votes reflected on the
ballots no later that Oct. 28.

On Sept. 23, the Hon. Craig A. Gargotta approved the First Amended
Disclosure Statement as containing adequate information.

On Sept. 20, Sabrina L. Streusand, Esq., at Streusand, Landon &
Ozburn, LLP, on behalf of the Debtor, filed the Amended Disclosure
Statement, stating that the Plan was developed after extensive
negotiations between the Debtor, the Committee of Unsecured
Creditors, and creditors of the Debtor, in particular Berg & Berg
Enterprises, LLC, which is the holder of prepetition secured
indebtedness of the Debtor and which is proposing to provide exit
financing to allow the Debtor to emerge from bankruptcy.

The Plan has the support of Berg & Berg and provides for, among
other things:

   -- the infusion of $20 million of new capital, which will be
raised through a loan funded by Berg & Berg and which will fund
the payments to creditors under the Plan and the Reorganized
Debtor's working capital needs;

   -- the maturity date of approximately $19.1 million of the
approximately $69.1 million total prepetition secured debt owed to
Berg & Berg will be extended under a new note;

   -- the debt evidenced by the new loan and the new note will
continue to have the first lien security interests and first lien
priorities originally granted by the Debtor to Berg & Berg;
however, payment of the new loan and the new note will be
subordinated to payment of the claims of a number of junior
classes, including but not limited to the general unsecured
creditors;

   -- the exchange of the remaining $50 million of Berg & Berg's
secured claim for 100% of the new equity in the Reorganized
Debtor;

   -- the payment in cash in full over time of the cure payments
owed by the Debtor to Tianjin Lishen Battery Joint-Stock Co.,
Ltd., pursuant to the Bankruptcy Court's order of Nov. 9, 2012;

   -- the payment in full at the Effective Date of each unsecured
claim of $500 or less;

   -- the payment with respect to each Allowed General Unsecured
Claim its Pro Rata Share of $1,102,460 on the Effective Date and
its Pro Rata Share of $1,102,460 on the one-year anniversary of
the Effective Date, with the intended result that each currently
known Allowed General Unsecured Claim be paid in full;

   -- the payment with respect to the Unsecured Claim of Carl
Warden of $1,508,437 on the Effective Date and of $1,508,437 on
the one-year anniversary of the Effective Date, with the intended
result that the Unsecured Claim of Carl Warden be paid in full;
and

   -- the cancellation of existing Equity Interests in the Debtor.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/VALENCE_TECHNOLOGY_1amendedds.pdf

                       About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


* Moody's Looks at US Local Governments' Pension Liabilities
------------------------------------------------------------
More than half of the 50 largest local governments in the US
ranked by debt outstanding have liabilities from pension
underfunding that exceed 100% of their revenues, says Moody's
Investors Service in its new report, "Adjusted Pension Liability
Measures for 50 Largest US Local Governments." Although pension
underfunding is a common credit pressure, the size of these
burdens relative to resources varies enormously across the US
local government landscape.

In the report Moody's ranks the 50 largest US local governments by
amount of debt outstanding according to Moody's adjusted net
pension liabilities (ANPL) relative to several measures of funding
ability such as operating revenue and full value. The local
governments in the report consist of counties, cities, school
districts, and a property-tax funded wastewater district.

The local government with the largest ANPL to operating revenue
percentage is the City of Chicago with 678% based on fiscal 2011
data. The next highest ratio is Cook County, IL, at 382%. Five
other local governments have ratios above 300%: Denver Country
School District 1; Jacksonville, FL; Los Angeles; Metro Water
Reclamation District of Chicago, and Houston. Rounding out the top
10 were Dallas, Clark County NV School District, and Phoenix.

But 20 local governments among the Top 50 studied in the report
have ANPL to revenue ratios that are below 100%, with Washington,
D.C. coming in lowest at 11%. Moody's also notes almost all the
Top 50 are investment grade credits, and pension liabilities are
one of many variables it analyzes when determining ratings.
Comparing adjusted net pension liabilities to the full value of
the local governments, Chicago also tops the list with a ratio of
12.6%. Dallas, Houston, and Jacksonville are cities among those
with ten-highest ANPL to revenue ratios that also have among the
ten-highest ANPL to full value ratios. The ratio, however, ranges
down to 0.1% for some local governments.

More broadly, keeping up with pension contributions will be a
pervasive negative pressure on credit quality across the sector,
says Moody's.

"While pension costs vary, actuarial costs and actual
contributions represent considerable shares of local government
operations in some cases, as actuarial contribution requirements
for 17 of the Top 50 exceeded 10% of operating revenues in fiscal
2011," says Tom Aaron, a Moody's Analyst.

Of the Top 50, 15 contributed less than their own single employer
and agent plan annual required contributions (ARCs) in fiscal
2011. This number increases to 33 out of 50, however, when Moody's
adds shares of those cost-sharing plans for which the aggregate of
employer contributions are less than actuarial requirements.

"Contribution shortfalls relative to actuarial standards indicate
structurally imbalanced operations, which range from minimal to
severe," says Moody's Aaron.

Moody's also notes state support for local pensions significantly
mitigates the pension burden for some local governments, generally
school districts. Of the 10 local governments that received state
support for pensions among the Top 50, state contributions covered
between 6% and 81% of their total contributions.


* Moody's Says Emerging PIK Bonds Pose Significant Credit Risks
---------------------------------------------------------------
PIK toggle bonds are back, Moody's Investors Service says in a new
report. And while their reappearance in the US has some market
observers drawing parallels to the credit crisis, the new crop
differs from the bubble-era deals in a number of ways. One thing
has not changed, however: These PIK issuers are just as highly
leveraged as their bubble-era predecessors, so the deals still
present significant risk to investors.

Bonds with payment-in-kind, or PIK, features allow the issuing
company to pay interest with more debt, rather than cash.

"PIK bonds virtually disappeared in the aftermath of the credit
crisis, when many deals financed large leveraged buyouts that
performed badly during the subsequent downturn," says Senior Vice
President Lenny Ajzenman in "A Different Flavor of PIKs." "In
contrast, most of the new PIK issues funded dividend payouts to
private equity owners or share repurchases."

New PIK bonds put limits on issuers, Ajzenman says. Bubble-era
PIKs usually allowed a company to make a PIK election at its
discretion for a defined period, but the new ones typically
require issuers to pay interest in cash to the extent they have
the capacity to do so, restricting their ability to use PIK to
hoard cash, make investments or pay other debts at the expense of
PIK noteholders. "Under the new PIKs, companies generally have to
pay interest in cash until weakening operating performance erodes
their restricted-payments capacity."

But as in the credit bubble era, most of the issuers of new PIK
deals have high pro forma debt/EBITDA leverage of 6x-7x or more.
Some 85% of issuers through August this year had pro forma
leverage of at least 6x. Accordingly, they generally have
corporate family ratings of B2 or B3, while their PIK instruments
are rated lower, at Caa1 or Caa2.

"Although many of the newer PIK deals involve shorter tenors and
medium-sized companies whose performance was reasonably stable
during the recession, very high financial leverage and aggressive
financial policies have led to low ratings," Ajzenman says.

Nonetheless, the level of defaults seen during the crisis is
unlikely to be repeated. Some 32% of bubble-era PIK issuers
defaulted between 2008 and mid-2013. If the US economy continues
its slow but steady recovery, Moody's does not expect this very
high default rate to be repeated by the new group of PIK issuers,
though in another economic downturn their aggressive leverage
would leave them vulnerable.


* BOND PRICING -- For Week From Sept. 23 to 27, 2013
----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AES Eastern Energy LP   AES      9.670     3.100       1/2/2029
AGY Holding Corp        AGYH    11.000    56.000     11/15/2014
Affinion Group
  Holdings Inc          AFFINI  11.625    58.500     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    67.518       2/1/2015
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    35.250     12/15/2014
California Baptist
  Foundation            CALBAP   7.800     6.222      5/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    20.125      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.875      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    20.125      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Delta Air Lines 1993
  Series A2 Pass
  Through Trust         DAL     10.500    15.500      4/30/2016
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    15.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    48.375     11/15/2014
Federal Home Loan
  Mortgage Corp         FHLMC    4.500    99.050      9/15/2029
FiberTower Corp         FTWR     9.000     1.000       1/1/2016
GMX Resources Inc       GMXR     9.000     2.000       3/2/2018
GMX Resources Inc       GMXR     4.500     1.850       5/1/2015
JPMorgan Chase & Co     JPM      2.400    99.625      9/30/2013
James River Coal Co     JRCC     7.875    31.375       4/1/2019
James River Coal Co     JRCC     4.500    29.875      12/1/2015
James River Coal Co     JRCC     3.125    19.000      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Las Vegas Monorail Co   LASVMC   3.000     0.010      7/15/2055
Lehman Brothers
  Holdings Inc          LEH      1.000    21.875      3/29/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.875      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.875      8/17/2014
Lehman Brothers Inc     LEH      7.500    19.500       8/1/2026
OnCure Holdings Inc     ONCJ    11.750    49.000      5/15/2017
Overseas Shipholding
  Group Inc             OSG      8.750    90.000      12/1/2013
PMI Group Inc/The       PMI      6.000    25.650      9/15/2016
Platinum Energy
  Solutions Inc         PLATEN  14.250    41.250       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.750     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.750     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    31.750      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750    24.000       2/1/2018
School Specialty Inc    SCHS     3.750    38.375     11/30/2026
THQ Inc                 THQI     5.000    50.500      8/15/2014
TMST Inc                THMR     8.000    10.750      5/15/2013
TOUSA Inc               TOUS     7.500     1.000      3/15/2011
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    22.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     2.438      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     2.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     2.750      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    30.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     1.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     2.500      11/1/2016
UAL 2000-2 Pass
  Through Trust         UAL      7.762     2.008      4/29/2049
USEC Inc                USU      3.000    27.400      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    46.000       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    32.000       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      4.015    75.000       8/1/2014
WCI Communities
  Inc/Old               WCI      4.000     0.500       8/5/2023
Western Express Inc     WSTEXP  12.500    61.375      4/15/2015
Western Express Inc     WSTEXP  12.500    61.375      4/15/2015



                            *********

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
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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 &
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                           *********

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
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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