TCR_Public/131001.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 1, 2013, Vol. 17, No. 272

                            Headlines

A123 SYSTEMS: Robbins Geller Files Securities Class Action
ADOC HOLDINGS: Wants Exclusivity Extended Until Jan. 31
AGFEED INDUSTRIES: Committees See No Need to Investigate Fraud
AMERICAN AIRLINES: U.S. Rebuffs Data Request in Antitrust Suit
AMERITYRE CORPORATION: Incurs $1.1-Mil. Net Loss in Fiscal 2013

ANCHOR BANCORP: Completes $175 Million Recapitalization
ANCHOR BANCORP: Pre-Pack Plan Declared Effective Sept. 27
APERION COMMUNITIES: Facing Conversion; Creditors' Meeting Moved
APERION COMMUNITIES: Files List of Top 12 Unsecured Creditors
ARI-RC 6: 12 Debtors Have Until Oct. 7 to File Schedules

ASPEN GROUP: Sells $2 Million Convertible Debenture
ATLANTIC & PACIFIC: NY State Court Rules in Employee Suit
AUGUST WILSON CENTER: Dollar Bank Files $7MM Foreclosure Petition
BEAR VALLEY: Kanter Loses Appeal in Moorefield Dispute
BROWN SHOE: Good Performance Prompts Moody's to Lift CFR to B1

CAESARS ENTERTAINMENT: Fitch Says Refinance Terms Negative
CAPABILITY RANCH: Court Confirms Reorganization Plan
CBS I: Nov. 13 Hearing on Confirmation of Plan
CAESARS ENTERTAINMENT: Offering 10 Million Shares of Common Stock
CENGAGE LEARNING: Judge Drain to Mediate Plan Among Creditors

CHINA NATURAL: Director Quits Over Disagreement
CODA HOLDINGS: Sets Nov. 1 Hearing to Confirm Liquidating Plan
CONEXANT SYSTEMS: To Pay Professionals to Complete Prepack
CSN HOUSTON: Astros Say Comcast "Improperly" Filed Involuntary
D & L ENERGY: Proposes Nov. 13 Auction for All Assets

D & L ENERGY: Can Continue Using HNB Cash Collateral Until Nov. 20
DETROIT, MI: Wants State Court Covered by Automatic Stay
DETROIT, MI: NLC Supports White House Grants to Spur Recovery
DIGIRATI TECHNOLOGIES: Proposes Plan of Reorganization
DYNAMIC PRECISION: S&P Assigns 'B' CCR & Rates $330MM Facility 'B'

DYNAVOX INC: Delays Form 10-K for Fiscal 2013
EASTON-BELL SPORTS: Moody's Affirms 'B2' Corp. Credit Rating
EL POLLO: S&P Affirms 'B-' CCR & Rates $190MM Sr. Facility 'B'
EQUIPMENT ACQUISITION: Bank Fails to Recoup Losses From Insurer
EXIDE TECHNOLOGIES: Battery Maker Needs $10 Million Lead Swap Deal

FAIRWAY GROUP: Moody's Assigns B3 CFR & Rates $315MM Loans B2
FCC HOLDINGS: Moody's Cuts Senior Unsecured Notes Rating to Ca
FGA CAPITAL: S&P Affirms 'B' Shortterm Counterparty Credit Rating
FRAZER/EXTON DEVELOPMENT: Court Won't Reopen Case, Reimpose Stay
FREESEAS INC: Hanover Assigns Rights Under Settlement Agreement

FRESH & EASY: Grocery Chain Files Chapter 11 to Sell to Yucaipa
FRIENDFINDER NETWORKS: Guccione Collection Sues in Bankr. Court
FRONTIER AIRLINES: Pilots Negotiations Jeopardize Sale Talks
GANNETT CO: Moody's Keeps Ratings Over $250MM Senior Notes Upsize
GATEHOUSE MEDIA: Cancels Unused Portion of 2007 Credit Facility

GLW EQUIPMENT: Cash Collateral Hearing Continued to Oct. 10
GLW EQUIPMENT: Can Employ Ravich Meyer as Bankruptcy Counsel
GLYECO INC: Appoints Alicia Williams as CFO
GORDON PROPERTIES: Opposes Bid to Convert Case to Ch. 7
GREEN EARTH: Incurs $6.59-Million Net Loss in Fiscal 2013

GTEC INC: Case Summary & 20 Largest Unsecured Creditors
HAMPTON LAKE: Oct. 15 Hearing on Confirmation of Amended Plan
HAMPTON ROADS: Thomas Dix Appointed Chief Financial Officer
HANOVER INSURANCE: Fitch Affirms 'BB' Subordinated Debt Rating
HAWAII OUTDOOR: Oct. 21 Further Cash Collateral Hearing Set

HOUSTON REGIONAL: Involuntary Chapter 11 Case Summary
HOYT TRANSPORTATION: Selling 18 Buses in Private Sale
HUNTERSVILLE PLAZA: Case Summary & 7 Unsecured Creditors
IDERA PHARMACEUTICALS: Priced Common Stock & Warrants Offerings
ICEWEB INC: To Issue 25 Million Shares Under 2012 Equity Plan

J.C. PENNEY: Share Offering Prices at a Discount
J.C. PENNEY: Moody's Says Shares Offer No Impact on 'Caa1' CFR
JERRY'S NUGGET: US Bank Says Court Should Deny Confirmation
JERRY'S NUGGET: 3rd Amended Plan Offers to Pay USB From Exit Loan
JERRY'S NUGGET: Court Continues Hearing on Trustee Bid to Nov. 6

JOSEPH DELGRECO: DLA Piper Skirts $17MM Suit in 2nd Circuit
JOURNAL REGISTER: Wants Exclusivity Period Extended to Dec. 30
K-V PHARMACEUTICAL: Silver Point Had 11% Equity Stake at Sept. 16
KELOWNA PACIFIC: CN to Start Service on 75% of Rail Network
KEY ENERGY: S&P Revises Outlook to Stable & Affirms 'BB-' CCR

KEYWELL LLC: Scrap Titanium Supplier Files for Quick Sale
KSL MEDIA: Sec. 341(a) Meeting Scheduled for Oct. 8
KSL MEDIA: Employs Landau Gottfried as Bankruptcy Counsel
KSL MEDIA: Files Schedules of Assets and Liabilities
KSL MEDIA: Files Amended List of Largest Unsecured Creditors

LAGUNA BRISAS: Hearing on CW Capital Claim Continued Until Nov. 8
LAGUNA BRISAS: Plan Outline Hearing Continued Until Nov. 8
LAGUNA BRISAS: Receiver May Use Cash Collateral Until Oct. 31
LAGUNA BRISAS: Taps CBRE Inc. as Real Estate Professionals
LANDAUER HEALTHCARE: Unsecureds Settle with Company, Quadrant

LAUSELL INC: Addresses Reyes Family's Plan Confirmation Concerns
LAUSELL INC: Court Approves Cash Collateral Access Until Oct. 15
LCI HOLDING: Court Extends Exclusive Plan Filing Pd. Thru Feb. 28
LDK SOLAR: Has Forbearance with Noteholders Until Oct. 27
LEHMAN BROTHERS: To Distribute $11.4BB to Creditors on Oct. 3

LIBERACE FOUNDATION: Hearing on Plan Outline Reset Until Oct. 30
LILY GROUP: Coal Mine Developer Files in Indiana
LONE PINE: Files Prepack in Canada, Chapter 15 in U.S.
LONGVIEW POWER: Working on Balance Sheet Fix as Cash Fight Looms
MARKET STREET: Voluntary Chapter 11 Case Summary

MAXCOM TELECOMUNICACIONES: 44.7% of A Shares Validly Tendered
MCS AMS: S&P Assigns Preliminary 'B' Corp. Credit Rating
MEDICINE HAT: Enters Receivership, Owes $475K to Creditors
MERCANTILE BANCORP: Ex-Execs Settle SEC Claims Surrounding Loss
MOROCO VENTURES: 5th Cir. Affirms Judgment in Martin v. Grehn

MSD PERFORMANCE: Committee Objects to Cash Collateral Motion
MSD PERFORMANCE: Original Par Lenders Want Exclusivity Terminated
MSD PERFORMANCE: Committee Balks at Proposed Bid Procedures
MSD PERFORMANCE: Resists Lenders' Efforts to File Alternate Plan
NESBITT PORTLAND: Hilton Objects Again To Ch. 11 Plan

NET ELEMENT: Contributes Interests in Online Businesses to T1T
NRG DUNKIRK: S&P Removes Revenue Bonds Rating From Watch Negative
O&G LEASING: Motion for Valuation of Secured Claim Dismissed
ORMET CORP: Needs Time to Close Sale; Seeks Exclusivity Extension
POINT CENTER: Trustee Taps Diamond McCarthy as Litigation Counsel

RESIDENTIAL CAPITAL: Examiner Discharged From Duties
RESIDENTIAL CAPITAL: Court Approves FGIC Settlement
RESIDENTIAL CAPITAL: Balks at Claims vs. Non-Obligor Entities
RESIDENTIAL CAPITAL: Disputes Syncora's Claim No. 7170
RESIDENTIAL CAPITAL: Objects to WVIMB'S $7.5-Mil. Fraud Claim

SCOOTER STORE: Gets Permission to Begin Selling Inventory
SEDONA DEVELOPMENT: Post-Confirmation Status Hearing Continued
SEGA BIOFUELS: Gets OK to Employ McCallar as Bankr. Counsel
SEGA BIOFUELS: Section 341(a) Meeting Adjourned to Oct. 21
SHAMROCK-HOSTMARK: Plan Outline Hearing Continued Until Oct. 23

SMITHFIELD FOODS: S&P Lowers Corp. Credit Rating to 'BB-'
SOUNDVIEW ELITE: 6 Cayman Mutual Funds File Ch. 11 in New York
STACKPOLE INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating
THOMAS JEFFERSON: S&P Lowers Rating on 2008A & 2008B Bonds to 'B+'
TOMSTEN INC: Taps Quasimodo Advertising as Marketing Consultant

TRIMAS CORP: S&P Rates $650 Million Senior Secured Facilities 'BB'
TURBOCOMBUSTOR TECHNOLOGIES: Moody's Gives B2 Corp. Family Rating
TWN INVESTMENT: Oct. 15 Hearing on East West's Stay Relief Bid

* Moody's Notes Recovery of U.S. Homebuilding Sector
* Defaults Can Grow Quickly When Credit Market Turns, Moody's Says
* Bankruptcy Court Lacks Jurisdiction to Decide Property Ownership
* Trust-Fund Interest Claim Survives Chapter 13 Plan

* Large Companies With Insolvent Balance Sheets


                            *********

A123 SYSTEMS: Robbins Geller Files Securities Class Action
----------------------------------------------------------
Robbins Geller Rudman & Dowd LLP on Sept. 27 disclosed that a
class action has been commenced in the United States District
Court for the Southern District of New York on behalf of
purchasers of A123 Systems, Inc. securities during the period
between February 28, 2011 and October 16, 2012.

If you wish to serve as lead plaintiff, you must move the Court no
later than 60 days from September 27, 2013.  If you wish to
discuss this action or have any questions concerning this notice
or your rights or interests, please contact plaintiff's counsel,
Samuel H. Rudman or David A. Rosenfeld of Robbins Geller at
800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com

View a copy of the complaint as filed or join this class action
online at http://www.rgrdlaw.com/cases/a123/

Any member of the putative class may move the Court to serve as
lead plaintiff through counsel of their choice, or may choose to
do nothing and remain an absent class member.

The complaint charges certain officers and directors of the former
A123 with violations of the Securities Exchange Act of 1934.  Its
largest customer was Fisker Automotive, Inc., which, like A123,
received hundreds of millions of dollars in U.S. Department of
Energy funding to design and mass produce plug-in electric
vehicles.

The complaint alleges that defendants issued materially false and
misleading statements regarding the Company's financial
performance and future prospects, including failing to disclose
that: (i) by February 2011, Fisker was in default on production
milestones in its DOE funding agreement, threatening Fisker's DOE
funding and ability to pay A123; (ii) by June 2011, the DOE had
cut off disbursements to Fisker; (iii) by the fall of 2011, Fisker
had run out of cash and was refusing to accepting batteries from
A123; (iv) A123's $20.5 million investment in Fisker's preferred
stock was materially impaired; (v) the carrying value of A123's
long-term grant receivable was overstated; (vi) the carrying value
of accounts receivable due A123 from Fisker was overstated; and
(vii) as a result, A123 was not on track to achieve the financial
results the market had been led to expect during the Class Period.

As the market learned between November 2011 and October 16, 2012
that Fisker was rejecting prior orders for batteries, that A123
was downgrading earnings guidance and taking an impairment charge
on its Fisker investment, that the Company's forecast of incurring
significant net losses and negative operating cash flows had
raised substantial doubt regarding the Company's ability to
continue as a going concern, and finally that A123 had filed for
bankruptcy, the price of its stock declined from a Class Period
high of $9.48 per share on February 28, 2011 to pennies per share.

Plaintiff seeks to recover damages on behalf of all purchasers of
A123 securities during the Class Period.  The plaintiff is
represented by Robbins Geller, which has expertise in prosecuting
investor class actions and extensive experience in actions
involving financial fraud.

Robbins Geller -- http://www.rgrdlaw.com-- represents U.S. and
international institutional investors in contingency-based
securities and corporate litigation.  With nearly 200 lawyers in
nine offices, the firm represents hundreds of public and multi-
employer pension funds with combined assets under management in
excess of $2 trillion.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.  The deal received
approval from the Committee on Foreign Investment in the U.S. on
Jan. 29, 2013.

A123 Systems was renamed B456 Systems Inc., following the sale.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

In May 2013, the Delaware bankruptcy court confirmed the
liquidation plan for A123 Systems Inc.  The Plan repays all
secured creditors in full with some money left over for unsecured
creditors.  Holders of $143.8 million in subordinated notes are
projected to recoup 36.3 percent.  If B456 Systems Inc., the
company's new name, reduces claims to amounts the company believes
correct, the recovery on the subordinated notes could increase to
62.9 percent, according to the disclosure statement.  General
unsecured creditors, who previously were said to have $124 million
in claims, would have roughly the same recovery.


ADOC HOLDINGS: Wants Exclusivity Extended Until Jan. 31
-------------------------------------------------------
Adoc Holdings, Inc., formerly Coda Holdings, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend the exclusive time period during which the
Debtors may solicit acceptances of a Chapter 11 Plan to and
including Jan. 31, 2014.

On Sept. 24, 2013, the Court entered an order approving the
disclosure Statement for the Debtors' Plan of Liquidation.  A
hearing on the confirmation of the Second Amended Plan is
scheduled on Nov. 1, 2013, at 11:00 a.m.  The Debtors' initial
exclusive solicitation period is set to expire on or about
Oct. 28, 2013, a few days before the confirmation hearing.

The Debtors tell the Court that:

  * they have made substantial progress in the cases to date.

  * this is the Debtors' first requested extension.

  * the requested three-month extension of exclusive solicitation
    period will not prejudice the legitimate interests of
    creditors and other parties-in-interest, and will afford them
    a meaningful opportunity to pursue a consensual Chapter 11
    plan.

As reported in the TCR on Sept. 27, 2013, according to the
Disclosure Statement, the central component of the Plan is the
establishment of the liquidation trust to liquidate the Debtors'
assets, including, without limitation, certain causes of action.

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

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

                       About CODA Holdings

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

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

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

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

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

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


AGFEED INDUSTRIES: Committees See No Need to Investigate Fraud
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AgFeed Industries Inc. and the official committees
representing creditors and shareholders are unanimously against
the idea of appointing an examiner to investigate what the U.S.
Trustee called a "massive fraud" in the company's Chinese
operations.  AgFeed is a hog producer in the U.S. and China that
filed for Chapter 11 protection in mid-July.  According to papers
filed this month by the Justice Department's bankruptcy watchdog,
managers of the unit in China created multiple sets of accounting
books while reporting fictitious sales and receivables.

According to the report this month, AgFeed completed the sale of
the U.S. operations to three buyers for $79.5 million, including
$53.4 million in cash.  The company has two buyers under contract
to purchase operations in China for $50.5 million.  There will be
a hearing on Oct. 10 for approval of auction and sale procedures
regarding the Chinese business.  Opposing the appointment of an
examiner, the creditors' committee said the second sale "may"
generate sufficient funds so unsecured creditors are fully paid,
"with excess proceeds for the equity holders."  The shareholders'
committee, too, is opposed to an examiner, saying it's premature.

The report notes that the company and the committees point to a
provision in the contract with the Chinese buyers where they have
the right to terminate if there is an examiner appointed with
"expanded powers."  Consequently, they are concerned that the
buyers may back out if the court calls for an investigation.  The
buyers are Good Charm International Development Ltd. and Ningbo
Tech-Bank Co.  The hearing for appointment of an examiner is set
for Sept. 30.

                       About AgFeed Industries

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

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

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

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


AMERICAN AIRLINES: U.S. Rebuffs Data Request in Antitrust Suit
--------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that the Justice Department said it is allowed to withhold
information about whom it interviewed in its analysis of AMR
Corp.'s merger with US Airways Group Inc., information the
airlines are seeking in their fight against a federal suit to
block the deal.

According to the report, in a filing on Sept. 28, the Justice
Department said U.S. Supreme Court precedent protects the
government from a "naked, general, demand" for the facts the
airlines want.  Such information could "necessarily reveal the
opinions and mental processes of counsel, and therefore is
improper," the government said in the filing with U.S. District
Court in Washington, D.C.

US Airways and AMR, the parent of American Airlines, said they
wanted a court order forcing the Justice Department to turn over
information about third parties that were interviewed, including
their names and what they said, the report related.  The carriers
want the information, which they described as routine, to
determine how the department reached it decision to block the
merger.

Lawyers for the airlines said in their filing that the Justice
Department "has tried this tactic before" in antitrust cases and
lost each time, the report further related.

The airlines cited three cases, including a 1999 suit against AMR
and subsidiary American Eagle that accused the airlines of
"predatory" pricing against low-cost carriers, the report said.
AMR won that case, the report noted.

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERITYRE CORPORATION: Incurs $1.1-Mil. Net Loss in Fiscal 2013
---------------------------------------------------------------
Amerityre Corporation filed with the U.S. Securities and Exchange
Commission on Sept. 27, 2013, its annual report on Form 10-K for
the fiscal year ended June 30, 2013.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing the Company's recurring losses from
operations.

The Company reported a net loss of $1.1 million on $3.6 million of
total net revenues in fiscal 2013, compared with a net loss of
$1.2 million on $4.4 million of total net revenues in fiscal 2012.

"The decrease in the net loss is primarily due to the decreases in
selling, general and administrative expenses.  The net loss also
includes a $43,702 loss on the disposal of assets relating to the
disposition of fixed assets from fiscal 2007."

The Company's balance sheet at June 30, 2013, showed $2.3 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $1.0 million.

A copy of the Form 10-K is available at http://is.gd/9MzbJr

Boulder City, Nevada-based Amerityre engages in the research and
development, manufacturing and sale of polyurethane tires.


ANCHOR BANCORP: Completes $175 Million Recapitalization
-------------------------------------------------------
Anchor BanCorp Wisconsin Inc. has completed its previously
announced $175 million recapitalization.

"We have been aggressively working for four years to get to this
point, and we're proud that the recapitalization effort is now
complete, positioning AnchorBank for a full return to
profitability and growth," said Chris Bauer, president & CEO for
AnchorBank.  Mr. Bauer came out of retirement in 2009 to lead the
recapitalization effort, which included reorganizing and
recruiting a new senior management team.

"Anchor BanCorp's pre-packaged reorganization, from beginning to
end, was completed in less than 60 days.  That in itself is a
testament to the strength of our plan, and overwhelming support
for our return to health, which will have extremely positive
impact on the Wisconsin economy," Mr. Bauer said.

With the recapitalization complete, AnchorBank's capital levels
now exceed the thresholds for a "well capitalized" bank under
applicable regulatory guidelines and are among the highest capital
ratios of banks in Wisconsin.

"We are excited about the many opportunities this recapitalization
will represent for AnchorBank, its customers, its employees, and
the communities we serve," said Mr. Bauer.  "With the
recapitalization complete, AnchorBank now has many great things on
the horizon.  With over 700 employees and 55 offices, we can now
continue this positive momentum in our local communities and
around the State of Wisconsin.  We look forward to being one of
Wisconsin's premier financial institutions."

Sandler O'Neill + Partners, L.P.' served as financial advisor and
placement agent and Skadden, Arps, Slate, Meagher & Flom LLP
served as legal advisor to Anchor in connection with the
recapitalization.

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Case No. 13-
14003, Bankr. W.D. Wis.) on Aug. 12, 2013, to implement a "pre-
packaged" plan of reorganization in order to facilitate the
restructuring of the Company and the recapitalization of
AnchorBank, fsb, a wholly-owned subsidiary of the Company.

As of March 31, 2013, the Debtor listed total assets of
$2,367,583,000 and total liabilities of $2,427,447,000.  Chief
Judge Robert D. Martin oversees the Chapter 11 case.  The Debtor
is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy
counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special
counsel.  CohnReznick LLP serves as the Debtor's financial
advisor.

Anchor BanCorp is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

In connection with the Plan, the Company has entered into
definitive stock purchase agreements with institutional and other
private investors as part of a $175 million recapitalization of
the institution.  No new investor will own in excess of 9.9
percent of the common equity of the recapitalized Holding Company.

The reorganization filing includes only Anchor BanCorp, the
holding company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations.  The Bank
operates 55 offices throughout Wisconsin.  Operations at the Bank
will continue as usual throughout the reorganization process.

Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the
Holding Company has received court approval of its recently
announced plan of reorganization.  U.S. Bankruptcy Court Judge
Robert Martin approved the plan at a hearing on Aug. 30.


ANCHOR BANCORP: Pre-Pack Plan Declared Effective Sept. 27
---------------------------------------------------------
The pre-packaged plan of reorganization of Anchor BanCorp
Wisconsin Inc. became effective on Sept. 27, 2013.

The following is a summary of the transactions consummated on or
before the Effective Date pursuant to the Plan confirmed by the
Bankruptcy Court on Aug. 30, 2013.

                        Delaware Conversion

Pursuant to the Plan of Reorganization, on Sept. 25, 2013, the
Company (i) converted from a Wisconsin corporation to a Delaware
corporation in accordance with Section 265 of the Delaware General
Corporation Law and (ii) filed a Certificate of Incorporation with
the Secretary of State of the State of Delaware, to, among other
things, declassify the Board of Directors of the Company, increase
the number of authorized shares of common stock of the Company and
adopt certain restrictions on acquisitions and dispositions of
securities of the Company.  The Amended Charter provides for (i)
2,000,000,000 shares of authorized common stock, par value $0.01
per share, and (ii) 1,000,000 shares of authorized preferred
stock, par value $0.01 per share.

                         Private Placements

In connection with the Plan of Reorganization, on Aug. 12, 2013,
the Company entered into stock purchase agreements with certain
institutional and other private investors and directors and
officers of the Company for the purchase and sale of 1,750,000,000
shares of the Company's Common Stock at a purchase price of $0.10
per share.  The closing of the Private Placements occurred on the
Effective Date.

Pursuant to the terms and subject to the conditions of the Stock
Purchase Agreements, the Company issued and sold the Common Stock
to (i) certain Investors such that, after giving effect to the
transactions contemplated in the Plan of Reorganization, each
Investor owns up to 9.9 percent of the Common Stock issued by the
Company pursuant to the Private Placements and the Treasury
Issuance, for an aggregate purchase price of $87,780,000, (ii)
certain other Investors such that, after giving effect to the
transactions contemplated in the Plan of Reorganization, each
Investor owns up to 4.9 percent of the Common Stock issued by the
Company pursuant to the Private Placements and the Treasury
Issuance, for an aggregate purchase price of $83,720,000, and
(iii) certain directors and officers of the Company for an
aggregate purchase price of $3,500,000.  The Company received
gross proceeds of $175,000,000 as a result of the Private
Placements.

                           TARP Exchange

On Jan. 30, 2009, pursuant to the Treasury's Capital Purchase
Program, the Company issued and sold to the Treasury 110,000
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series
B of the Company with an aggregate liquidation preference of
$110,000,000.  In addition, the Company issued to the Treasury a
warrant to purchase up to 7,399,103 shares of the Company's common
stock, par value $0.10 per share, at an initial per share exercise
price of $2.23.  Pursuant to the Plan of Reorganization, the
Company, on the Effective Date and immediately following the
consummation of the Private Placements, (i) exchanged the TARP
Preferred Stock for 60,000,000 shares of Common Stock and (ii)
cancelled the TARP Warrant in its entirety.

                 Cancellation of Legacy Common Stock

As of July 31, 2013, the Company had 21,247,225 shares of Legacy
Common Stock issued and outstanding.  On the Effective Date,
immediately following the consummation of the TARP Exchange, all
shares of the oustanding Legacy Common Stock were cancelled for no
consideration pursuant to the Plan of Reorganization.  In
connection with the cancellation of the Legacy Common Stock
pursuant to the Plan of Reorganization, the Rights Agreement,
dated as of Nov. 5, 2010, by and between the Company and American
Stock Transfer & Trust Company, LLC, was terminated on the
Effective Date in accordance with its terms.

                        Senior Debt Settlement

The Company was a party to the Amended and Restated Credit
Agreement, dated as of June 9, 2008, among the Company, the
lenders from time to time a party thereto, and U.S. Bank National
Association, as administrative agent for the Lenders.  As of
June 30, 2013, the aggregate amount of obligations under the
Credit Agreement was approximately $183,000,000.  On the Effective
Date, pursuant to the Plan of Reorganization, the Company
satisfied all of its obligations under the Credit Agreement by a
cash payment to the Lenders of $49,000,000.

                     All Other Claims Unaffected

All other claims were unaffected by, and were or will be paid in
full under, the Plan of Reorganization.

                       Treasury Secondary Sales

On the Effective Date, following the effectiveness of the Plan of
Reorganization, the Treasury sold to certain institutional
investors all of the shares of Common Stock delivered to the
Treasury in connection with the Treasury Issuance at a purchase
price equal to $0.10 per share under the securities purchase
agreements, dated as of Sept 19, 2013, among the Treasury, the
Secondary Investor and (with respect to certain provisions) the
Company.  In connection with the Secondary Treasury Sales, the
Company entered into secondary sale purchaser agreements with the
Secondary Investors pursuant to which the Company made certain
representations and warranties to the Investor and provided rights
to the Secondary Investors similar to the rights provided to
Investors under the Stock Purchase Agreements.  In connection with
the Secondary Treasury Sales, the Treasury received gross proceeds
of $6,000,000 and ceased to be a stockholder of the Company.

        Deregistration under the Securities Exchange Act

Anchor BanCorp filed a Form 15 with the U.S. Securities and
Exchange Commission to deregister its common stock under the
Securities Exchange Act of 1934, as amended.  As of Sept. 27,
2013, there were 59 holders of record of the common shares.

Additional information is available for free at:

                         http://is.gd/0bNMdy

                         About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought
protection under Chapter 11 of the Bankruptcy Code on Aug. 12,
2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a
"pre-packaged" plan of reorganization in order to facilitate the
restructuring of the Company and the recapitalization of
AnchorBank, fsb, a wholly-owned subsidiary of the Company.

As of March 31, 2013, the Debtor listed total assets of
$2,367,583,000 and total liabilities of $2,427,447,000.  Chief
Judge Robert D. Martin oversees the Chapter 11 case.  The Debtor
is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy
counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special
counsel.  CohnReznick LLP serves as the Debtor's financial
advisor.

Anchor BanCorp is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

In connection with the Plan, the Company has entered into
definitive stock purchase agreements with institutional and other
private investors as part of a $175 million recapitalization of
the institution.  No new investor will own in excess of 9.9
percent of the common equity of the recapitalized Holding Company.

The reorganization filing includes only Anchor BanCorp, the
holding company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations.  The Bank
operates 55 offices throughout Wisconsin.  Operations at the Bank
will continue as usual throughout the reorganization process.

Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the
Holding Company has received court approval of its recently
announced plan of reorganization.  U.S. Bankruptcy Court Judge
Robert Martin approved the plan at a hearing on Aug. 30.


APERION COMMUNITIES: Facing Conversion; Creditors' Meeting Moved
----------------------------------------------------------------
The meeting of creditors under 11 U.S.C. Sec. 341(a) in the
chapter 11 cases of Aperion Communities LLLP has been adjourned to
a date yet to be set.  The first meeting of creditors was held
Aug. 22.  At that meeting, Daniel Bray, the Debtor's
representative, was found not to be in possession of necessary
knowledge to provide competent testimony regarding the Debtor's
financial history and condition.  That meeting has been adjourned
pending the agreed attendance of another representative of the
Debtor to appear and provide testimony as the Debtor's authorized
representative.  Failure to do so will result in the U.S. Trustee
motion to convert the case to Chapter 7.

Those that attended the Aug. 22 meeting include Johnson Bank and
Arizona Business Bank.

Aperion Communities LLLP filed a bare-bones Chapter 11 petition
(Bankr. D. Ariz. Case No. 13-12040) on July 15, 2013.  Adam E.
Hauf, Esq., at The Forakis Law Firm PLC, serves as counsel.  The
Debtor estimated at least $10 million in assets and $1 million to
$10 million in liabilities in its schedules.


APERION COMMUNITIES: Files List of Top 12 Unsecured Creditors
-------------------------------------------------------------
Aperion Communities LLP submitted to the Bankruptcy Court a list
that identifies its top 12 unsecured creditors.  The three largest
unsecured creditors are:

  Entity                                        Claim Amount
  ------                                        ------------
Johnson Bank                                    $27,990,593
3131 East Camelback Road
Phoenix, AZ 85016

IMH Special Assets NT 161, LLC                  $6,449,026
C/O Snell & Wilmer
One Arizona Center, 400 E Van Buren
Phoenix, AZ 85004-2202

IMH Special Assets NT 168, LLC                  $2,164,193
C/O SNELL & WILMER
One Arizona Center, 400 E. Van Buren
Phoenix, AZ 85004-2202

A copy of the creditors' list is available for free at:

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

Aperion Communities LLP filed a bare-bones Chapter 11 petition
(Bankr. D. Ariz. Case No. 13-12040) on July 15, 2013.  Adam E.
Hauf, Esq., at The Forakis Law Firm PLC, serves as the Debtor's
counsel.  The Debtor estimated at least $10 million in assets and
$1 million to $10 million in liabilities in its schedules.


ARI-RC 6: 12 Debtors Have Until Oct. 7 to File Schedules
--------------------------------------------------------
The U.S. Bankruptcy Court Central District of California extended
until Oct. 7, 2013, the deadline by which 12 debtor affiliates of
ARI-RC 6, LLC, to file their schedules of assets and liabilities
and statements of financial affairs.

Each of the 12 Debtors is a tenant in common holding a percentage
interest in the undivided whole of the improved property located
at 1525 and 535 Ranch Conejo Boulevard, in Thousand Oaks,
California.  According to Daniel H. Reiss, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles, California, the three
tranches of Debtors presents a challenge in properly recording
what portions of claims to unsecured creditors are prepetition and
which portions are postpetition because the bankruptcy filing
dates of the Debtors cover a period of July 15, 2013, to Sept. 9,
2013.  The Debtors sought the extension for the specific purpose
of allowing bills for September to be received and analyzed for
calculating the third-waive Debtors' unsecured claims, Mr. Reiss
stated.

                           About ARI-RC

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

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

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

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

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


ASPEN GROUP: Sells $2 Million Convertible Debenture
---------------------------------------------------
Aspen Group, Inc., sold a $2,240,000 Original Issue Discount
Secured Convertible Debenture and 6,736,842 warrants in a private
placement offering to Hillair Capital Investments L.P. for gross
proceeds of $2 million.  The Debenture pays 8 percent interest per
annum, payable monthly on the first day of each calendar month
beginning on Nov. 1, 2013, and are convertible into shares of the
Company's common stock at $0.3325 per share at any time at the
option of the holder.  The Company is required to redeem 25
percent of the Debentures on Nov. 1, 2014, and Jan. 1, 2015, and
the remaining 50 percent on April 1, 2015.  In lieu of a cash
Periodic Redemption payment, the Company may elect to pay all or
part of a Periodic Redemption in shares of common stock based on a
conversion price equal to the lesser of:

    (i) the Conversion Price; and

   (ii) 90 percent of the average of the 20-day volume weighted
        average prices during the period ending on the third
        trading day immediately prior to the Company providing the
        required notice to the holder.

Any time after the six-month anniversary of the investment, the
Company may redeem the outstanding Debenture for 120 percent of
the outstanding principal amount on the Debenture.  The Company's
right to pay interest or a Periodic Redemption in common stock or
to redeem the outstanding Debenture is subject to the Company
meeting certain equity conditions.

The warrants (i) are exercisable over a five-year period at the
Conversion Price and (ii) have cashless exercise rights in the
event that the Company does not have an effective registration
statement covering the shares underlying the warrants within 90
days of the closing date.

The Debenture is secured by all of the assets of the Company and
Aspen University Inc., which is junior to JP Morgan Chase's first
lien under the Subsidiary's existing line of credit.

Additionally, the Subsidiary guaranteed the repayment of the
Debenture and Mr. Michael Mathews, the Company's Chairman of the
Board and Chief Executive Officer, subordinated his rights to
payments under his outstanding notes to those of the Debenture
holder.

In connection with the offering, the Company paid Laidlaw &
Company (UK) Ltd. a placement agent fee of $200,000, and issued
them a total of 1,347,368 warrants with identical terms as the
warrants issued to the investor.  The net proceeds to the Company
were approximately $1.7 million.

On Sept. 25, 2013, in connection with the offering, Mr. Michael
Mathews, the Company's chairman of the Board and chief executive
officer, extended the due dates of his three outstanding notes to
April 2, 2015.  Prior to the amendments, the outstanding notes had
expirations dates of Dec. 31, 2013, and Aug. 31, 2014.

                         About Aspen Group

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

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

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  The Company's balance sheet at July 31, 2013, showed
$3.77 million in total assets, $3.96 million in total liabilities
and a $194,085 total stockholders' deficiency.

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


ATLANTIC & PACIFIC: NY State Court Rules in Employee Suit
---------------------------------------------------------
SOLOMON MOHAMMED, Plaintiff, v. THE GREAT ATLANTIC & PACIFIC TEA
COMPANY, INC., THE FOOD EMPORIUM and DAN WODZENSKI, Defendant,
115608/10 (NY Sup.), sues for discrimination and termination in
violation of the city and state Human Rights Laws.  The plaintiff
moves for a default judgment against one of the defendants while
that defendant cross-moves to dismiss.  Plaintiff claims he was
employed by both A&P and The Food Emporium.

In a Sept. 23 slip opinion available at http://is.gd/u8FuOOfrom
Leagle.com, Judge Louis B. York of the Supreme Court of New York
County denied plaintiff's motion for default judgment against
defendant Wodzenski; and granted Wodzenski's cross-motion but only
to the extent of granting defendant 20 days from the service of
the Order to answer the Complaint, and the plaintiff has 20 days
to Reply.

Attorney for the Plaintiff:

          Mark L. Lubelsky, Esq.
          123 West 18th Street 8th Floor
          New York, NY 10011
          Tel: (212) 242-7480

Attorneys for the Defendants:

          Douglas P. Catalano, Esq.
          Neil G. Sparber, Esq.
          FULBRIGHT & JAWORSKY, LLP
          666 Fifth Avenue
          New York, NY 10103
          Tel: (212) 313-3000

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.


AUGUST WILSON CENTER: Dollar Bank Files $7MM Foreclosure Petition
-----------------------------------------------------------------
Chron.com reports that a US$7 million foreclosure petition has
been filed against Pittsburgh's August Wilson Center for African
American Culture.

Pittsburgh Tribune-Review reported that Dollar Bank filed its
petition in Allegheny County Court on Sept. 26 and asked for
expedited appointment of a receiver, according to Chron.com.

The report notes that Dollar Bank claims the center is
$7.06 million in default of its mortgage, and is asking that the
Center be placed in receivership.  The report relates that the
Wilson Center opened in 2009, but ended fiscal 2013 with a $1.8
million deficit.

The report says that the Sheriff's Office says no date has been
set for a foreclosure auction.

Wilson was born in Pittsburgh, and a New York city theatre is
named after the Pulitzer-prize winning playwright.


BEAR VALLEY: Kanter Loses Appeal in Moorefield Dispute
------------------------------------------------------
MOOREFIELD CONSTRUCTION, INC., Plaintiff, Cross-defendant and
Respondent, v. GARY KANTER, Defendant, Cross-complainant and
Appellant; RONEN ARMONY, Cross-defendant and Respondent, No.
G047550 (Calif. App.), is an appeal following a motion for
judgment on the pleadings by cross-defendants Moorefield
Construction, Inc. and Ronen Armony on Gary Kanter's cross-
complaint.

Mr. Kanter's first argument on appeal is that evidence necessary
to prove his cause of action for fraud was excluded by the trial
court based on Bank of America, etc. Assn. v. Pendergrass (1935)
4 Cal.2d 258 (Pendergrass), which was recently overturned by
Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit
Assn. (2013) 55 Cal.4th 1169 (Riverisland).

Pendergrass held that parol evidence of fraud "must tend to
establish some independent fact or representation, some fraud in
the procurement of the instrument or some breach of confidence
concerning its use, and not a promise directly at variance with
the promise of the writing." (Pendergrass, supra, 4 Cal.2d at p.
263.)  Riverisland overruled Pendergrass: "[W]e conclude that
Pendergrass was an aberration. It purported to follow [Code of
Civil Procedure] section 1856 [citation], but its restriction on
the fraud exception was inconsistent with the terms of the
statute, and with settled case law as well." (Riverisland, supra,
55 Cal.4th at p. 1182.)

In a ruling issued Tuesday, the Court of Appeals of California,
Fourth District, Division Three, found that Mr. Kanter, who acted
as his own attorney below, failed to establish an adequate record
as to which specific items of evidence were admitted and excluded,
which precludes meaningful review.  Further, even if he had done
so, his fraud cause of action was doomed to failure due to the
lack of evidence of actual misrepresentations and reasonable
reliance.

Mr. Kanter also argues that the court wrongfully denied his motion
to dismiss filed with the clerk in the middle of trial.  The
Appeals Court, however, held that Mr. Kanter is incorrect, because
a motion to dismiss may only be filed with the clerk before trial
commences.  He never made such a motion to dismiss before the
court.  The Appeals Court, therefore, affirmed.

Mr. Kanter, through Bear Valley Family Limited Partnership, owned
real property in Victorville.  In 2008, Moorefield Construction, a
contractor, entered into three construction contracts with Bear
Valley to develop these properties.  Two of the three contracts
involved parcels referred to as "pad 4" and "pad 6," while the
other contract was for general site work. The contract price was
$1,027,694.

On July 20, 2011, the still unpaid Moorefield Construction sued
Mr. Kanter personally for breach of the October 2009 guarantee.
The single cause of action alleged that Mr. Kanter had failed to
pay the $473,648.66 (representing the principal and agreed-upon
interest) under the terms of the guarantee.  Mr. Kanter,
representing himself, filed an answer in January 2012.

On Feb. 23, 2012, Mr. Kanter filed a cross-complaint against
Moorefield Construction and Armony, alleging fraud, breach of
contract, conspiracy, and breach of fiduciary duty. The only fraud
specifically alleged was that Armony and Moorefield Construction
represented that they were going to remove Mr. Kanter from his
obligations under the guarantee agreement.  Mr. Kanter alleged
that a string of e-mails between the parties formed an agreement
under which Moorefield Construction and Armony agreed to remove
Mr. Kanter from his role as guarantee, but instead they signed the
Moorefield/Armony agreement which kept Mr. Kanter as guarantee if
Armony defaulted.  He also alleged these same essential facts
constituted a breach of contract, a conspiracy, and breach of
fiduciary duty.

A copy of the Court of Appeals' Sept. 24, 2013 opinion is
available at http://is.gd/riMHJYfrom Leagle.com.

                     About Bear Valley Family

Based in Costa Mesa, California, Bear Valley Family Limited
Partnership filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-17893) on June 2, 2011.  The Law Office of Christopher
P. Walker, P.C., in Anaheim Hills, Calif., served as the Debtor's
general bankruptcy counsel.  Judge Robert N. Kwan presided over
the case.  The Debtor scheduled assets of $14,006,000 and
liabilities of $7,353,409.

H. Mark Mersel, Esq., and Sheri Kanesaka, Esq., at Bryan Cave LLP,
in Irvine, Calif., represented secured creditor Armed Forces Bank,
N.A., successor by merger to Bank Midwest, N.A.

Brent H. Blakely, Esq., and Courtney Stuart Alban, Esq., at
Blakely Law Group, in Hollywood, Calif., represented Ronen Armony
as counsel.  Ronen Armony claims to be the real party-in-interest
in the Debtor's case.

As reported by the Troubled Company Reporter on Jan. 31, 2012, the
Bankruptcy Court dismissed the Chapter 11 case at the behest of
Mr. Armony.


BROWN SHOE: Good Performance Prompts Moody's to Lift CFR to B1
--------------------------------------------------------------
Moody's Investors Service upgraded Brown Shoe Company, Inc.'s
Corporate Family Rating to B1 from B2 and Probability of Default
Rating to B1-PD from B2-PD. Concurrently, Moody's affirmed the
company's senior unsecured notes rating of B3 and upgraded the
Speculative Grade Liquidity ("SGL") rating to SGL-1 from SGL-2.
The ratings outlook is stable.

The CFR upgrade to B1 reflects the meaningful improvement in Brown
Shoe's operations as a result of 2011-2013 turnaround efforts, as
well as debt repayment. Brown Shoe's profit margins expanded after
actions including the closure of a number of underperforming
Famous Footwear stores, the sale of the AND1, Avia and Nevados
brands and exit from several license agreements, supply chain
rationalization, successful marketing campaigns, and optimization
of inventory management. The company's improved credit metrics,
including LTM leverage of 4.8 times debt/EBITDA (down over 1.0
time since year-end 2011), have brought Brown Shoe's metrics in-
line with levels appropriate for the B1 rating category. Moody's
expects the company to maintain leverage below 5.0 times in the
near to medium term.

The upgrade of the SGL rating to SGL-1 is supported by ample
availability under the $530 million revolving credit facility
following the repayment of nearly all borrowings, as well as
expectations for positive free cash flow and significant cash
balances in the next 12-18 months.

Rating actions:

Issuer: Brown Shoe Company, Inc.

Corporate Family Rating, upgraded to B1 from B2;

Probability of Default Rating, upgraded to B1-PD from B2-PD;

$200 million senior unsecured notes due 2019, affirmed at B3
(LGD5, 76% from LGD5, 77%);

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

Rating Rationale:

Brown Shoe's B1 Corporate Family Rating is constrained primarily
by the company's moderately high lease-adjusted leverage in the
context of low margins, narrow product focus, and the sensitivity
to shifts in fashion and consumer discretionary spending
characteristic of a specialty apparel retailer. Nonetheless, the
rating considers favorably Brown Shoe's improved credit metrics as
a result of its recent portfolio realignment and turnaround
initiatives. Moreover, the CFR is supported by the company's
recognized brands, national footprint and meaningful global
presence, very good liquidity, and balanced financial policies.

The stable outlook reflects Moody's expectations for modest
revenue growth and sustained or improved profit margins. The
outlook also incorporates the expectation that the company will
maintain a very good liquidity profile.

Ratings could be lowered if recent positive trends in revenues and
EBITDA reverse, financial policy becomes more aggressive or if the
company's liquidity profile erodes. Quantitatively, ratings could
be lowered if Moody's comes to expect leverage to remain above 5.0
times for an extended period.

Ratings could be upgraded if the company sustains sales growth
while achieving meaningful operating margin expansion.
Quantitatively, the ratings could be upgraded if the company
maintains debt/EBITDA around 4.0 times. An upgrade would also
require maintenance of a very good liquidity profile and balanced
financial policies, including the absence of significant debt-
financed acquisitions or shareholder-friendly activities.

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

Headquartered in St. Louis, Missouri, Brown Shoe Company, Inc. is
a retailer (two-thirds of sales) and a wholesaler (one-third of
sales) of footwear. Its retail chains include about 1,059 Famous
Footwear stores nationwide, a banner focused on moderately priced
footwear targeting families, as well as over 200 specialty retail
stores mostly consisting of Naturalizer stores in the US, Canada,
and China. Through its wholesale divisions, Brown Shoe designs and
markets footwear brands including Naturalizer, Dr. Scholl's,
LifeStride, Sam Edelman, Via Spiga, Franco Sarto, Vince, Fergie,
Carlos and Ryka. Revenues for the last twelve months ended August
3, 2013, were approximately $2.6 billion, with the Famous Footwear
retail chain generating over half of total sales.


CAESARS ENTERTAINMENT: Fitch Says Refinance Terms Negative
----------------------------------------------------------
Caesars Entertainment Corp.'s (Caesars; the parent, CEC) PropCo
refinancing terms as reported by Bloomberg and other media outlets
is a slight negative for the ratings of Caesars Entertainment
Resorts Properties, LLC (CERP), according to Fitch Ratings.
Per Bloomberg, CERP's first lien note par amount will increase to
$1.0 billion-$1.5 billion from the original $500 million amount
originally announced while the first lien term loan would decline
to $2.0 billion-$2.5 billion from $3.0 billion.

The reported pricing on the first and second lien notes is also
slightly higher than Fitch originally modeled. Factoring in the
reported pricing and the shift towards more expensive notes, Fitch
revised the interest expense for CERP upwards by $24 million
assuming the high end of the first lien notes issuance range. This
is a credit negative relative to our prior base case estimates,
but we still expect positive free cash flow (FCF) in 2014 of
around $40 million-$50 million and more than $100 million in FCF
by 2016 at CERP.

CERP's FCF profile remains commensurate with its 'B-' issuer
default rating (IDR) and Stable Outlook. However, the FCF buffer
is somewhat diminished and provides less cushion against potential
disruptions related to Caesars Entertainment Operating Company
(CEOC). These could include change in lease terms related to the
Octavius Tower and Project Linq (assets being leased to CEOC by
CERP), change in terms of the shared service agreement between
CERP and CEOC, and other issues relating to a potential default at
CEOC.

There are no implications on CERP debt's recovery prospects in an
event of default since the par amount of first lien and second
lien debt will remain the same as before.

On Sept. 25, CEC announced it would issue 10.0 million shares plus
a 1.5 million underwriter option, which could raise up to $241
million of gross proceeds based on its pricing date of Sept 25. We
view this as a slight credit positive for CEOC, as it provides the
parent additional liquidity to fund cash burn at CEOC. However, we
still forecast a liquidity crunch at CEOC around 2015 based on
CEOC's negative FCF as well as other uses of cash such as debt
maturities. Options to forestall or avert a liquidity crunch past
2015 include additional first-lien issuance (has a $1.15 billion
accordion option) and/or additional asset sales.


CAPABILITY RANCH: Court Confirms Reorganization Plan
----------------------------------------------------
On Sept. 27, 2013, the U.S. Bankruptcy Court for the District of
Nevada confirmed Capability Ranch, LLC's First Amended Plan dated
June 17, 2013, as amended by the Amendment to Debtor's First
Amended Plan of Reorganization dated June 19, 2013.

Classes 1, 2, 3, 4 and 7 voted to accept the Plan.  Classes 5 and
6 are unimpaired under the Plan and are conclusively deemed to
accept the Plan pursuant to Section 1126(c) of the Bankruptcy
Code.  Class 8 submitted votes accepting the Plan after the ballot
deadline.

As reported in the TCR on Jul 9, 2013, Judge Bruce A. Markell
conditionally approved the Debtor's Amended Disclosure Statement
on June 20, 2013.

The Disclosure Statement outlines the classification and treatment
of 9 classes of claims and interests against and in the Debtor.
Claim Classes 1 to 4 are claims of American AgCredit.  Class 1
Claim -- due in 5 years, will be paid with 3.83% interest per
annum while Class 2 Claim -- due in 10 years, will be paid with a
3.63% interest per annum.  Claim Classes 3 and 4 will be paid
within 30 days of the Effective Date, with a 5.75% interest per
annum.  Class 5 Other Secured Claims and Class 6 Priority
Unsecured claims will be paid in full in cash.  The Debtor will
pay a $3,000 monthly payment on account of all Class 7 Allowed
General Unsecured Claims, estimated to total $160,890, until all
Class 7 Claims are paid in full.  Class 8 Related Party Secured
Claims, estimated to total $76,529,917, will retain their liens,
with all sums due and payable on June 30, 2033.  Holders of Class
9 Equity Securities in the Debtor will retain all their legal
interests.

Copies of the Disclosure Statement and Amendments to the Plan are
available for free at:

  http://bankrupt.com/misc/CAPABILITYRANCH_DSJune17.PDF
  http://bankrupt.com/misc/CAPABILITYRANCH_AmendmenttoDSJune19.PDF

                      About Capability Ranch

Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.

Bankruptcy Judge Bruce A. Markell originally oversaw the case.
The Hon. Laurel E. Davis later assumed the case.  David A. Colvin,
Esq. at Marquis Aurbach Coffing represents the Debtor as counsel.

Capability Ranch disclosed $50,253,785 in assets and $88,476,018
in liabilities as of Chapter 11 filing.  The Debtor said it owns
property on 40060 Paws Up Road in Greenough, Montana.  The
property is a 37,000-acre luxury Montana ranch and Montana resort.
According to http://www.pawsup.com/,The Resort at Paws Up has 28
luxury  vacation homes and 24 luxury camping tents.  The resort
offers horseback riding, fly fishing, and spa treatments.


CBS I: Nov. 13 Hearing on Confirmation of Plan
----------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Nov. 13, 2013, at 9:30 a.m., to consider confirmation
of CBS I LLC's Plan of Reorganization.

According to the Third Amended Disclosure Statement filed by
Zachariah Larson, Esq., at Larson & Zirzow, LLC, the Plan included
the terms of the agreement reached between the Debtor and U.S.
Bank, National Association, as to the treatment of the U.S. Bank
claim well as the Debtor's counsel Marquis Aurbach Coffing's first
interim application for compensation and the Debtor's special
counsel Flangas McMillan's first interim application for
compensation.

Under the Plan, the confirmation funds will be used to fund the
Plan and will be distributed or applied in the manner necessary to
provide all required confirmation funds for distribution pursuant
to the Plan, satisfy the costs, expenses, required payments and
entitlements outlined on the Effective Date and provide the Debtor
with working capital and funding for operations and Plan needs.

A copy of the Third Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/CBS_I_3ds.pdf

                           About CBS I, LLC

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing 206,474 net square
feet or 4.74 acres, located at 10100 West Charleston Boulevard, in
Las Vegas, Nevada.  The Debtor is owned by Jeff Susa (25%),
Breslin Family Trust (25%), M&J Corrigan Family Trust (25%) and
S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Dimitri P. Dalacas, Esq., at Flangas McMillan Law Group, in Las
Vegas, represents the Debtor as special counsel.

Under the Plan filed in the Debtor's case, holders of other
general unsecured claims will receive payment of 100% of their
claims to be paid in six months after entry of the confirmation
order with simple interest at a rate of 3%.


CAESARS ENTERTAINMENT: Offering 10 Million Shares of Common Stock
-----------------------------------------------------------------
Caesars Entertainment Corporation priced its previously announced
underwritten public offering of 10 million shares of common stock.
Caesars has granted the underwriter of the offering an option to
purchase up to 1.5 million additional shares of its common stock.
The offering is expected to be consummated on or about Oct. 1,
2013, subject to certain customary closing conditions.

Caesars and its financial sponsors, affiliates of TPG Capital LP
and Apollo Global Management, LLC, have agreed to a lock-up for a
period of 60 days after the date of the prospectus supplement for
the offering.  The offering is subject to market and other
customary conditions, and there can be no assurance as to whether
or when the offering may be completed.

Credit Suisse Securities (USA) LLC is acting as the sole
underwriter for the offering.

                  CMBS Refinancing Transactions

On Sept. 17, 2013, Caesars said it had begun a refinancing process
for outstanding mortgage loans and mezzanine loans for certain of
the subsidiaries of Caesars and that the Existing CMBS Borrowers
launched an offer to repurchase for cash (i) 100 percent of the
aggregate principal amount of mortgage loans at a price of $0.99
per $1.00 of principal plus accrued and unpaid interest and (ii)
100 percent of the aggregate principal amount of mezzanine loans
at a price of $0.90 per $1.00 of principal plus accrued and unpaid
interest.  The consummation of the CMBS Repurchase is conditioned
upon the acceptance by lenders holding at least 65 percent of the
outstanding aggregate principal amount of the mortgage loans and
85 percent of the outstanding aggregate principal amount of the
mezzanine loans.

On Sept. 25, 2013, Caesars announced that the Existing CMBS
Borrowers have received sufficient acceptances by lenders of
mortgage loans and mezzanine loans to satisfy the minimum lender
acceptance condition for the CMBS Repurchase.

In connection with these transactions, on Sept. 18, 2013, certain
subsidiaries of Caesars launched the syndication of $3,269.5
million of new senior secured credit facilities, consisting of a
$3,000 million term loan facility and a $269.5 million revolving
credit facility, to finance the CMBS Repurchase and refinance the
$450 million senior secured credit facility entered into by
Octavius Linq Holding Co., LLC, an indirect subsidiary of Caesars.
Additionally, on Sept. 24, 2013, the New Borrowers launched an
offer, through a private placement, of $500 million aggregate
principal amount of first-priority senior secured notes due 2020
and $1,350 million aggregate principal amount of second-priority
senior secured notes due 2021 to finance the CMBS Repurchase and
Octavius/Linq Repayment.  The First Lien Notes and the Second Lien
Notes are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended, and outside of the United States, only to non-U.S.
investors pursuant to Regulation S under the Securities Act.

The CMBS Repurchase, the New Financing and the related
transactions are subject to required regulatory approvals, market
conditions and negotiated agreements with prospective investors.
There can be no assurance that any of these transactions will
occur as described or at all.  In particular, there can be no
assurance that Caesars and the New Borrowers will be able to
negotiate the definitive documentation for the New Financing or
that the terms of the New Financing will be acceptable to Caesars
and the New Borrowers.

                     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.


CENGAGE LEARNING: Judge Drain to Mediate Plan Among Creditors
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Brooklyn, New York, tapped a
bankruptcy judge in White Plains, New York, to serve as mediator
to craft a compromise between secured and unsecured creditors of
Cengage Learning Inc.  The second-largest college textbook
publisher in the U.S. was originally scheduled for a hearing
Sept. 27 on approval of disclosure materials explaining a Chapter
11 plan.

According to the report instead, the hearing may decide when the
plan comes to court for approval.  Cengage previously said it
would file a revised plan and disclosure materials by Oct. 11.
Cengage issued a report saying that "market performance through
August is materially below expectations."  The causes, according
to the company, might be declines in enrollment or "increased
rental penetration," meaning students who rent rather than buy
books.  U.S. Bankruptcy Judge Elizabeth Stong, who presides over
the Cengage reorganization begun in July, formally ratified the
selection of U.S. Bankruptcy Judge Robert Drain to serve as
mediator.  Judge Drain is charged with bringing the warring
factions together in agreement on every contentious issue in the
case.

The report notes that among other disputes, the unsecured
creditors' committee says secured lenders don't have valid liens
on 15,500 copyrights.  The creditor groups also disagree on the
value of the reorganized company and how it should be divided.  In
addition, the company itself initiated a lawsuit against the
lenders contending their secured claims don't reach $274 million
in cash drawn from a revolving credit in March.

                       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: Director Quits Over Disagreement
-----------------------------------------------
Xiang Dong (Donald) Yang provided China Natural Gas, Inc., a
written notice dated Sept. 18, 2013, of his decision to resign
from the Company's board of directors, effective immediately.

The resignation letter cited differences and disagreements with
management as the bases for Mr. Yang's resignation.  Management of
the Company substantially disagrees with Mr. Yang's
characterization of the circumstances representing these
differences and disagreements.

A copy of the Resignation Letter is available for free at:

                        http://is.gd/K3Id9v

                        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.  The Company says it intends to oppose the motion.

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


CODA HOLDINGS: Sets Nov. 1 Hearing to Confirm Liquidating Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coda Holdings Inc., which made electric cars before
selling its assets, set a confirmation hearing on Nov. 1 for the
bankruptcy judge in Delaware to approve a liquidating Chapter 11
plan.

According to report, the plan was facilitated by a settlement
under which the creditors' committee permitted the sale of the
non-auto business to an insider group including an affiliate of
Fortress Investment Group LLC.  The sale, completed in June, was
said to be worth $25 million, although the buyer paid only $1.7
million in cash.  The remainder represented the loan financing the
Chapter 11 case and pre-bankruptcy secured debt.

The report notes that the settlement enabled the company to draw
down $1.9 million remaining on the loan financing the Chapter 11
case begun May 1.  When the sale was completed, Los Angeles-based
Coda changed its name to Adoc Holdings Inc.  From cash remaining
after higher-priority claims are paid, the first $500,000 goes to
unsecured creditors.

The report relates that additional cash will be split, with
unsecured creditors receiving one-third and the purchasers two-
thirds.  The noteholders' deficiency claims won't share in the
portion for unsecured creditors.  There's a companion sharing
arrangement for proceeds from lawsuits.  Unsecured claims are
shown in the disclosure statement approved on Sept. 24 as totaling
around $23 million.  A Fortress affiliate is a holder of $15.8
million of the notes to be exchanged for ownership and was one of
the providers of bankruptcy financing.  Coda sold only 100 Coda
Sedans, an electrically powered version of the Hafei Saibao, made
in China.  The buyers didn't acquire the car business, and will
concentrate on making stationary electric storage systems.

                        About CODA Holdings

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

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

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

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

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

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


CONEXANT SYSTEMS: To Pay Professionals to Complete Prepack
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Conexant Systems Inc., a designer of semiconductor
chipsets, will pay professionals as much as unsecured creditors to
complete a prepackaged reorganization that sold the company to a
unit of Soros Fund Management LLC.

According to the report, the company filed under Chapter 11 in
late February, having already worked out a plan for the Soros unit
to acquire the business in exchange for debt.  A bankruptcy judge
in Delaware signed a confirmation order in early June approving
the plan.  To obviate unsecured-creditor opposition, the pot for
them was increased to $2.9 million from $2 million.  As it turned
out, $2.9 million is approximately the total fees approved for the
Newport Beach, California-based company's chief bankruptcy lawyers
and financial professionals.

The report notes that although much of the work was done before
the official Chapter 11 filing, lawyers from Kirkland & Ellis LLP
are being paid $1.5 million with the court's approval.  Alvarez &
Marsal North America LLC, the company's financial adviser,
received a $1.4 million fee award.

The report relates that to improve unsecured creditors' recovery,
secured lenders waived their $114.5 million deficiency claim,
increasing the payout for unsecured creditors to 9 percent from
6 percent.  Soros held $195.5 million in 11.25 percent senior
secured notes.  In exchange, Soros took all the new stock plus a
$76 million unsecured note issued by the reorganized holding
company, for a predicted 41 percent recovery.  QP SFM Capital
Holdings Ltd. is the Soros unit involved in the transaction.

                       About Conexant Systems

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-10367) on Feb. 28, 2013, with an agreement for a
balance sheet restructuring with equity sponsors and sole secured
lender, QP SFM Capital Holdings Limited, an entity managed by
Soros Fund Management LLC.

Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve
as legal counsel and Alvarez & Marsal acts as restructuring
advisor to Conexant.  Akin Gump Strauss Hauer & Feld LLP and
Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory
Partners L.P. as restructuring advisor to the secured lender.  BMC
Group Inc. is the claims and notice agent.


CSN HOUSTON: Astros Say Comcast "Improperly" Filed Involuntary
--------------------------------------------------------------
The Houston Astros on Sept. 27 released the following statement
regarding the network:

"Comcast has improperly filed an involuntary bankruptcy petition
in an attempt to prevent the Astros from terminating the Media
Rights Agreement between the Astros and Houston Regional Sports
Network.  HRSN failed to pay the Astros media rights fees in July,
August and September, and we have invested additional money in
order to keep the network viable through our season."

"Despite not receiving our media rights fees, our objective has
not changed.  We will continue to work toward obtaining full
carriage so that all of our fans are able to watch the Astros
games while making sure that the Astros are able to compete for
championships."

According to a Wall Street Journal report, the network, CSN
Houston, which features the games of Major League Baseball's
Houston Astros and the National Basketball Association's Houston
Rockets, has been unable to reach distribution deals with several
major media companies that provide pay television to the local
market.

The network's owners, which include Comcast, the media
conglomerate that also owns NBCUniversal, had been seeking monthly
fees of nearly $3.40 from each basic-cable and satellite
subscriber, the report related.  However, television providers,
led by AT&T, have argued that the demand for the network's
programming was too small to justify such a fee. As a result, the
network has been available in less than half of the pay-television
households in its market.

In a statement issued on the evening of Sept. 27, CSN Houston
said, "In order to resolve structural issues affecting CSN
Houston's partnership, affiliates of Comcast/NBCUniversal have
filed for involuntary bankruptcy protection in the Southern
District of Texas. This action is necessary to preserve CSN
Houston's ability to provide its valuable programming and
reaffirms Comcast/NBCUniversal's commitment to serving the region
and its fans."

The stalled negotiations between pay-TV providers and CSN Houston
have become a flashpoint in the mounting debate over whether all
consumers should have to shoulder the costs of the skyrocketing
sports-rights fees that are helping to drive up monthly cable and
satellite-television bills, the report further related.

                        About CSN Houston

Comcast SportsNet Houston (CSN Houston) is an American regional
sports network that operates as an affiliate of Comcast SportsNet
and serves Texas, Louisiana, Arkansas, Oklahoma, and New Mexico.
It is the exclusive home of the NBA's Houston Rockets and the
MLB's Houston Astros.  It is majority owned by the Astros and
Rockets, and is operated through the NBC Sports Group unit of
NBCUniversal.



D & L ENERGY: Proposes Nov. 13 Auction for All Assets
-----------------------------------------------------
D & L Energy, Inc., and Petroflow, Inc., ask the U.S. Bankruptcy
Court for the Northern District of Ohio to (a) approve bidding
procedures in connection with the sale of substantially all of the
Debtors' assets; (b) to schedule an auction and a hearing to
consider the sale to the successful bidders; (c) approve the
procedures to provide notice of assumption and assignment of
contracts and leases; and (d) granting other related relief.

The hearing on the sales procedures motion is scheduled for
Oct. 15, 2013, at 9:30 a.m.

The Debtors contemplate the following schedule for the auction and
sale hearing:

  Nov. 13, 2013, at 10:00 a.m.  -- Date of Auction Sale
  Nov. 19, 2013, at 10:00 a.m.  -- Date of Sale Hearing

Persons desiring to object to the sale motion must file a written
objection with the Bankruptcy Court no later than Nov. 8, 2013, at
5:00 p.m.

The Debtors propose to file the cure claim notice to parties to
the executory contracts or unexpired leases that are or may be
assumed and assigned on or before Nov. 1, 2013.  Any objection to
a scheduled cure amount will be filed on or before Nov. 12, 2013,
at 5:00 p.m.

                      Proposed Bid Procedures

  1. All bids will be in writing and must be delivered to the
Debtor's financial advisor, Mark D. Kozel, SS&G Parkland
Consulting, LLC, 32125 Solon Road, Solon, Ohio 44139, so as to be
received by or before 5:00 p.m. on Nov. 1, 2013.

  2. The Debtors, in consultation with the Committee, will have
the right to reject any and all bids in its reasonable discretion.

  3. Within 24 hours of the conclusion of the Auction, the
Debtors, in consultation with the Committee, will determine and
announce the highest and best bid or bids submitted at the Auction
constituting the superior bid (the "Prevailing Bid(s).

  4. Within 24 hours following the announcement of the Prevailing
Bid(s), unless and to the extent otherwise agreed by the Debtors,
in consultation with the Committee, the Successful Bidder(s) will
complete and execute an asset purchase agreement substantially in
the form of the Proposed APA, and in form and substance reasonably
acceptable to the Debtors memorializing, among other things, the
amount of the Prevailing Bid.

  5. All of the Assets shall be transferred "as is."

  6. The Debtors will have the right to designate one or more
Stalking Horse Purchaser(s) with respect to the proposed Sale of
the Assets on terms and conditions acceptable to the Debtors in
consultation with the Committee, including, but not limited to,
reasonable overbid protection, reasonable expense reimbursement
and/or breakup fee, and/or any other customary buyer protection.

A copy of the proposed bid procedures is available at:

      http://bankrupt.com/misc/D&L.proposedbidprocedures.pdf

                       About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.  Brian T. Angeloni, Esq., Kathryn A. Belfance,
Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at
Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and
Walter Haverfield, LLP, is the environmental counsel.  SS&G
Parkland Consulting, LLC, serves as financial advisor and
investment banker.  In its amended schedules, the Debtor disclosed
$41,015,677 in assets and $6,187,217 in liabilities as of
the Chapter 11 filing.

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


D & L ENERGY: Can Continue Using HNB Cash Collateral Until Nov. 20
------------------------------------------------------------------
In a third interim order dated Sept. 17, 2013, the U.S. Bankruptcy
Court for the Northern District of Ohio authorized D & Energy,
Inc., et al., to continue using cash collateral of secured lender
Huntington National Bank until 12:00 a.m. on Nov. 20, 2013.

The Court finds that at this time, the value of Debtors' assets
appears to substantially exceed the Debtors' liabilities and as
such, there is a sufficient equity cushion available to
satisfy/adequately protect HNB's secured interests.

As further adequate protection of HNB's secured interest, Debtors'
will continue to make all postpetition payments, as they become
due, to HNB with respect to the March 9, 2011 Term Loan, account
ending in 2349, which was in the initial amount of $13,000.

A Final Hearing on the Cash Collateral Motion is set for Tuesday,
Nov. 19, 2013, at 9:30 a.m.  Any party in interest who wishes to
object must file a written objection no later than Nov. 8, 2013.

About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.  Brian T. Angeloni, Esq., Kathryn A. Belfance,
Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at
Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and
Walter Haverfield, LLP, is the environmental counsel.  SS&G
Parkland Consulting, LLC, serves as financial advisor and
investment banker.  In its amended schedules, the Debtor disclosed
$41,015,677 in assets and $6,187,217 in liabilities as of
the Chapter 11 filing.

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


DETROIT, MI: Wants State Court Covered by Automatic Stay
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Detroit wants the bankruptcy judge to extend Chapter 9
protection to the state's 36th district court covering the city
and succeeded in blocking an accident victim from collecting a
$2 million judgment.

According to the report, in papers filed with the bankruptcy court
Sept. 25, Detroit explained how the state district court is a
separate entity, although the city is obligated by state law to
pay the court's operating expenses and other liabilities.
Consequently, the court isn't automatically covered by the stay of
lawsuits arising when Detroit sought protection in Chapter 9
municipal bankruptcy.

The report notes that the city explained how the district court
was saddled with a $5.5 million back-pay award currently on
appeal.  Detroit wants the bankruptcy judge to expand the
so-called automatic stay to cover the district court, thus barring
the appeal from going forward and blocking the plaintiffs from
collecting a judgment.  If the appeal goes forward, Detroit could
be forced to pay the award when other liabilities are frozen, the
city said.

The report also relates that Bankruptcy Judge Steven W. Rhodes
barred accident victim Michael Beydoun from collecting a
$2 million judgment he won against the city before bankruptcy.  He
was injured by a police car.

The report relays that Mr. Beydoun's lawyer wanted Judge Rhodes to
allow collection of the judgment.  He said the city's bankruptcy
was filed in bad faith expressly to block collection of the
judgment.  Judge Rhodes disagreed, saying that permitting
collection would cause "significant potential harm to other
creditors."  It would be "fundamentally unfair," the judge said,
for Mr. Beydoun to collect his judgment when other creditors are
barred from suing.  Judge Rhodes will hold hearings beginning
Oct. 16 and 23 on the question of whether Detroit is eligible for
bankruptcy.

                      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: NLC Supports White House Grants to Spur Recovery
-------------------------------------------------------------
The following statement is from Clarence Anthony, Executive
Director of the National League of Cities on the White House
announcing funding for Detroit:

"[Fri]day's White House announcement about federal grants and
private money aimed at boosting public safety, neighborhood
revitalization, and public transportation will hopefully help
Detroit begin the long road to recovery.  It is a good example of
what is possible when all levels of the intergovernmental
partnership -- federal, state, and local -- come together to find
creative solutions that will assist in accelerating innovation and
building a foundation for future growth for families and children.

"It is important to note that these federal resources are not a
bailout, but are funds that were already available to Detroit that
are being repurposed or made available at a quicker rate.  There
is nothing to indicate that this will alter the course of the
bankruptcy proceeding and prevent the difficult decisions that lie
ahead.

"We applaud the partners who came together to make today's
announcement possible."

The National League of Cities is dedicated to helping city leaders
build better communities.  NLC is a resource and advocate for
19,000 cities, towns and villages, representing more than 218
million Americans.

                     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.


DIGIRATI TECHNOLOGIES: Proposes Plan of Reorganization
------------------------------------------------------
Digerati Technologies, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas, Houston Division, a proposed
Plan of Reorganization and accompanying Disclosure Statement.

The Plan contemplates the creation of a grantor trust and the sale
of Dishon Disposal Inc. and Hurley Enterprises, Inc.  Dishon is a
waste disposal facility, focusing on solid and liquid wastes from
oil field and drilling processes. Hurley is also an oil field
support services company that functions as a drilling site service
company, with multiple service and rental lines of revenue.

Under the Plan, the stock of Hurley and Dishon will be transferred
to the Hurley/Dishon Trust subject to existing liens and will
remain property of the estate until sold and will not vest in the
Reorganized Debtor.  Pursuant to bankruptcy court consent, the
Trustee of the Hurley/Dishon will sell the stock or assets of
Hurley and Dishon.

The Plan also provides for the treatment of these claims:

(1) Allowed Non-Tax Administrative Claims will be paid in Cash in
     full from the Net Sales Proceeds on the later of 30 days
     after the Closing Date or the date such Claim becomes an
     Allowed Administrative Claim;

(2) Allowed Administrative Tax Claims resulting from the sale of
     Hurley or Dishon will be paid in full from the relevant
     sales proceeds;

(3) Allowed Priority Claims will be paid in cash in full on the
     later of 30 days from the Confirmation Date or when allowed
     to the extent cash is available; otherwise, from the Net
     Sales Proceeds, along with simple interest at a rate of 5%
     after payment in full of Class 1 or Class 2 Allowed Claim, as
     applicable;

(4) Allowed Class 1 Secured Claim of Terry Dishon will be paid
     in full on the Closing Date from the Net Sales Proceeds of
     the Dishon Sale;

(5) Allowed Class 2 Secured Claims of Hurley Fairview LLC and
     Sheyenne Hurley will be paid in full on the Closing Date from
     the Net Sales Proceeds of the Hurley Sale;

(6) Holders of Allowed Class 3 General Unsecured Claims of $1,000
     or Less will be paid in full within 30 days of the
     Confirmation Date, to the extent cash is available; otherwise
     to be paid from the Net Sale Proceeds of either Dishon or
     Hurley, whichever occurs first, after payment in full of
     Class 1 or 2 in full as applicable and the Allowed Priority
     Claims, along with simple interest at a rate of 5%;

(7) Holders of Allowed Class 4 General Unsecured Claims in Excess
     of $1,000 will be paid in full, with simple interest at a
     rate of 5%, from the Net Sale Proceeds of either Dishon or
     Hurley, whichever occurs first, after payment in full of
     Class 1 or 2 in full as applicable, Allowed Priority Claims,
     and Class 3 claims;

(8) Allowed Class 5 Subordinated Unsecured Claims Arising Out of
     Disputed Rights to Preferred Series "A" Interests will
     receive, after Classes 1-4 are paid in accordance with the
     Plan, pro-rata shares of the Suiplus Net Sales Proceeds in
     exchange for any claim to any rights arising out of the
     Preferred Series "A" Interests;

(9) Class 6 any and all Super voting rights that may have
     arisen out of the disputed rights to Preferred Series "E"
     Interests of Oleum Capital, LLC, will be rescinded and
     receive no distribution under the Plan;

(10) Allowed Class 7 Equity Interests of Digerati Common Stock
     will retain their common stock in the Reorganized Debtor.
     Further, after payments set forth in the Plan, Reorganized
     Debtor, on behalf of Class 7 will receive Class 5% of the
     remaining Surplus Net Sales Proceeds;

(11) Class 8 Options and Warrants Issued by Digerati prior to the
     Filing Date shall be canceled.

The Reorganized Debtor will continue its normal business
operations after the confirmation date.  Arthur L. Smith and
Antonio Estrada will continue to serve as director and officer of
the Reorganized Debtor.

A full-text copy of the Debtor's Disclosure Statement, dated
Sept. 27, 2013, is available for free at:

            http://bankrupt.com/misc/DIGERATI_DSSept27.PDF

                     About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Rhode Holdings, LLC, is seeking the transfer of venue of
Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division.


DYNAMIC PRECISION: S&P Assigns 'B' CCR & Rates $330MM Facility 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dynamic Precision Group Inc. (DPG).  The outlook
is stable.  At the same time, S&P assigned its 'B' issue rating
and '3' recovery rating to the proposed $330 million secured
credit facility, which consists of a $260 million revolver and a
$70 million term loan and will be issued by DPG's direct
subsidiary, TurboCombustor Technology Inc.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of payment default.

"Our ratings on DPG reflect our expectation that leverage (debt to
EBITDA) will remain high after the proposed transaction closes,"
said credit analyst Tatiana Kleiman.  "Although we expect revenues
and earnings growth to be solid over the next few years due to
strength in the commercial aerospace market, new programs, the
contribution from acquisitions, and increasing margins, any
material improvement in DPG's credit ratios will likely be offset
by further mostly debt-financed acquisitions.  We assess the
company's business risk profile as "weak," reflecting its position
as a provider of parts for aircraft engines and industrial gas
turbines, some barriers to entry, and limited customer and
geographic diversity.  We assess the company's financial risk
profile as "highly leveraged" based on its high leverage (pro
forma for the acquisition, DPG's debt to EBITDA is about 4.5x),
"adequate" liquidity, and financial sponsor ownership."

The company, which is majority owned by private equity firm The
Carlyle Group, plans to use the proceeds from the term loan and an
approximately $20 million equity infusion from Carlyle to fund the
acquisition of Unison from General Electric Co. (GE) and refinance
existing debt.  Pro forma debt to EBITDA for fiscal-year 2014 will
be about 4.5x-5.5x and funds from operations (FFO) to debt will be
11.5%-13.5%.  Although DPG's credit measures will likely improve
modestly over the next 12 months due to growing earnings and some
debt repayment from free cash flows, S&P do not expect the company
to sustain that improvement due to the likelihood of further debt-
financed acquisitions.  However, S&P also do not expect leverage
to increase much from current levels as a result of the
acquisitions.

Carlyle formed DPG in December 2011 as a holding company to
acquire precision engine component manufacturers.  Since
inception, they have purchased TurboCombuster Technology (December
2011) and Paradigm Precision Holdings (January 2013), both of
which included additional equity from Carlyle, management, and
other co-investors.  In September 2013, DPG announced the purchase
of Unison from GE, which the company expects will close in fourth-
quarter 2013.  Operating under the name Paradigm Precision, DPG
specializes in fabricating gas turbine engine parts serving the
commercial aerospace market (49% of pro forma sales for the Unison
acquisition); military aerospace (30%); industrial gas turbine
(11%); business jet and general aviation (6%); and the marine,
rotary wing, and unmanned aerial vehicle (4%) end markets.  The
commercial aerospace market is currently in a cyclical upturn, and
the major aircraft and engine manufacturers are increasing
production significantly to work down huge order backlogs.  The
company's customer base is highly concentrated, as is common for
an aerospace supplier.  The three largest customers (and the
leading aircraft engine manufacturers)--GE, Rolls Royce, and Pratt
& Whitney--account for almost 75% of the combined company's sales.
Pro forma for the Unison acquisition, the company will operate 18
facilities, including 12 domestically in the U.S., and six
international operations spanning Canada, U.K., Hungary, Mexico,
and Tunisia.

DPG competes in the global market for "hot section" aerospace and
industrial gas turbine engine components, such as casings, frames,
rings, and combustion liners.  Although the company has a number
of competitors that are of similar size or smaller, none has the
same range of capabilities.  Barriers to entry are not steep given
the "build-to-print" nature of the business, which allows
customers to retain the rights to the product design.  However,
given the complexity and critical nature associated with engine
manufacturing, customers are typically less likely to switch
suppliers once they have an established relationship and track
record of successful execution and performance.  In addition, 85%
of the company's aerospace work is under long-term agreements,
which provides near- and long-term revenue visibility but can also
limit the company's ability to gain new work on existing engines.

Program diversity is fairly good and DPG has positions on most of
the major engines for commercial aircraft.  The top three programs
are the GE-90 (11% of pro forma 2013 revenues), GEnx (9%), and
AE2100 (7%).  The company does not get significant revenues from
the CFM-56, which is by far the highest production rate engine
that powers the popular Boeing 737 and Airbus A320 families, but
expects to have a stronger position on the LEAP engine, which will
replace the CFM-56 on the A320 NEO and 737 MAX.  Production of the
LEAP engine should start to ramp up in 2015 and 2016.

S&P expects pro forma EBITDA margins to initially deteriorate to
around 12.5% from 16% due to much lower margins at Unison.
Historically, high management turnover under GE's ownership
weakened operating efficiency and increased late deliveries at
Unison, which DPG is working to correct.  These efforts and higher
volumes should improve margins over the next few years, but the
profitability of future acquisitions could constrain this
improvement.  Excluding the impact of acquisitions, organic
margins should improve to more than 15% by 2014.

Standard & Poor's rating outlook on DPG is stable.  Revenues and
earnings should improve due to strong aerospace market conditions,
combined with acquisition contributions and cost-reduction
efforts, which should translate into steadily improving credit
ratios, absent further large debt-financed acquisitions.

S&P do not expect to raise the ratings due to the company's
ownership by financial sponsors and S&P's belief that debt to
EBITDA will likely not remain less than 5x due to the likelihood
of further debt-financed acquisitions or, less likely, dividends,
as per S&P's criteria on financial sponsor-owned companies.
However, S&P may raise the ratings if it feels subsequent
acquisitions increase the company's diversity and improve its
competitive position such that S&P revises its business risk
assessment to "fair" from "weak."

S&P is also unlikely to lower the ratings in the next year, but
could do so if earnings do not improve as expected or material
debt-financed acquisitions increase debt to EBITDA to more than 6x
or reduce FFO to debt to less than 10%.


DYNAVOX INC: Delays Form 10-K for Fiscal 2013
---------------------------------------------
DynaVox Inc. notified the U.S. Securities and Exchange Commission
that it will be delayed in filing its annual report on Form 10-K
for the period ended June 28, 2013.

The Company has been in default under its 2008 Credit Facility, as
amended, since April 2013.  DynaVox Inc. has, since then, engaged
in ongoing discussions with the lenders and hired an international
firm providing financial advisory and strategy consulting services
to advise the Company on strategic alternatives, including
identifying and evaluating potential business combination
transactions and refinancing structures.  As a result, DynaVox
Inc.'s staff and resources have been substantially committed to
the renegotiation of its debt and the search for strategic
alternatives.  This has had an adverse impact on the Company's
ability to timely complete its Annual Report.

                       About DynaVox Inc.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.

The Company reported a net loss of $6.7 million on $51.1 million
of net sales for the thirty-nine weeks ended March 29, 2013,
compared with a net loss of $13.3 million on $73.4 million of net
sales for the thirty-nine weeks ended March 30, 2012.

The Company's balance sheet at March 29, 2013, showed
$52.3 million in total assets, $37.2 million in total liabilities,
and stockholders' equity of $15.1 million.

The Company said in its quarterly report for the period ended
March 29, 2013, "We are in default under our credit agreement
and our lenders have the right to accelerate our obligations at
any time, which raises substantial doubt about our ability to
continue as a going concern."

                        Bankruptcy Warning

"In the event of an acceleration of our obligations and our
failure to pay the amount that would then become due, the holders
of the 2008 Credit Facility could seek to foreclose on our assets,
as a result of which we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code," the Company said in
its quarterly report for the period ended March 29, 2013.


EASTON-BELL SPORTS: Moody's Affirms 'B2' Corp. Credit Rating
------------------------------------------------------------
Moody's Investors Service downgraded Easton-Bell Sports, Inc.'s
speculative grade liquidity rating to SGL 3 from SGL 2 because of
Moody's expectation of modest free cash flow and the potential for
diminished revolver capacity if revolver borrowings are used to
repay the $145 million Holdco notes in the next couple of years.
The change in the outlook to negative from stable reflects the
risk that the company's earnings will continue to moderate driving
leverage above 7 times, one of the thresholds set for a possible
downgrade.

The May 2016 expiration date of the $250 million ABL facility will
accelerate to July 2015 if the $145 million of Holdco notes aren't
repaid by July 2015. Similarly, the December 2016 maturity of the
$350 million secured notes will accelerate to October 2015 if the
Holdco notes aren't repaid or refinanced by August 28, 2015 with
debt maturing at least 91 days after the maturity date of the
secured notes. The scheduled maturity date of the Holdco notes is
December 2015.

"Absent a potential sale by its private equity owners, Fenway
Partners, we think the company will look to repay the Holdco notes
with revolver borrowings no later than June 2015 and then
refinance the secured notes when the prepayment penalties are
substantially lower," said Kevin Cassidy, Senior Credit Officer,
at Moody's Investors Service.

Ratings affirmed:

  Corporate Family Rating at B2;

  Probability of Default Rating at B2-PD;

  $350 million senior secured notes due December 2016 at B2
  (LGD4, 51% from 69%);

Rating downgraded:

  Speculative Grade Liquidity Rating to SGL 3 from SGL 2

Ratings Rationale:

Easton-Bell's B2 Corporate Family Rating reflects its small scale
with revenue of roughly $800 million, high leverage with
debt/EBITDA around 6.7 times, exposure to high raw material
prices, highly competitive market segments, and earnings
volatility. Supporting the B2 rating is Easton-Bell's product
innovation, strong brand names and market position, and its
diverse distribution network with limited concentration with any
one customer.

The negative outlook reflects the risk that the company's
operating performance will continue to decline driving debt/EBITDA
above 7 times, one of the thresholds set for a possible downgrade.

The rating could be downgraded if the company's operating
performance continues to weaken and leverage is sustained above 7
times. Failure to refinance the secured notes and Holdco notes
well before their maturity date will pressure the speculative
grade liquidity rating and ultimately the Corporate Family Rating
as well.

An upgrade is not likely in the near term given the negative
outlook. Over the longer term, the rating could be upgraded if
earnings and credit metrics improve and the company
refinances/repays the secured notes and Holdco notes. To
illustrate the metrics needed for an upgrade, debt/EBITDA, which
is currently around 6.7 times, would need to approach 4.5 times
and EBITA margins, which are presently around 8%, would need to
move toward double digits.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Van Nuys, California, Easton-Bell Sports, Inc. is
a designer, developer and marketer of branded equipment that
enhances athletic performance and protection and related
accessories for numerous athletic and recreational activities. The
company's proprietary brands include Easton, Bell, Giro and
Riddell. Revenue for the twelve months ended June 30, 2013,
approximated $800 million.


EL POLLO: S&P Affirms 'B-' CCR & Rates $190MM Sr. Facility 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Costa Mesa, Calif.-based El Pollo Loco
Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating with a '2'
recovery rating to the proposed $190 million senior secured credit
facility.  The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery of principal in the event of a
payment default.  S&P also assigned a 'CCC' issue-level rating and
'6' recovery rating to the company's new second-lien term loan.
The '6' recovery rating indicates S&P's expectation for negligible
(0% to 10%) recovery of principal in the event of a payment
default.

El Pollo Loco is refinancing its senior secured facility and
second-lien debt to reduce interest costs, extend maturities, and
fund other expenses related to the transaction.

"The rating on El Pollo Loco Inc. reflects Standard & Poor's
Ratings Services' assessment that the company's business risk
profile will remain "vulnerable" and the financial risk profile
will remain "highly leveraged" in the coming year" said credit
analyst Diya Iyer.

The outlook is stable, reflecting S&P's expectation for limited
improvement in credit protection measures in the coming year.

S&P could raise its rating if sales increase more than 15% and
gross margin expands 400 bps above our expectations due to
continued strong operational execution.  This would result in a
30% increase in EBITDA, with leverage in the low-5x and interest
coverage over 2x.  S&P would also consider a higher rating if the
company continues to address its capital structure, for instance
reducing or eliminating its second-lien debt.

S&P would consider lowering its rating if profitability falls
below its expectations in the coming year because of sales
pressure or higher costs associated with store expansion.  This
would lead to EBITDA declining 15%, with gross margin declining
more than 100 bps.  It would also lead to a decline in liquidity
to fund operating requirements including interest expense and
capital expenditure, with coverage falling below 1x and leverage
increasing to more than 7x in the next year.


EQUIPMENT ACQUISITION: Bank Fails to Recoup Losses From Insurer
---------------------------------------------------------------
Minnesota District Judge Susan Richard Nelson ruled on cross
motions for summary judgment filed in a declaratory judgment
action between a bank and its insurer.  The insurer, BancInsure,
Inc., seeks a declaration that Highland Bank's loss is not covered
under the Financial Institution Bond that BancInsure issued to
Highland Bank.  Highland Bank has counterclaimed for breach of
contract, a declaratory judgment that it is entitled to coverage,
and breach of good faith and fair dealing.

In her ruling, Judge Nelson granted BancInsure's Motion for
Summary Judgment and denied Highland Bank's Motion for Summary
Judgment.

The losses indirectly stemmed from the collapse of Equipment
Acquisition Resources, Inc.  On May 16, 2005, EAR entered into an
equipment lease agreement with First Premier Capital, LLC, under
which First Premier was to provide manufacturing equipment to EAR.
In 2006, First Premier approached Highland Bank on EAR's behalf,
seeking to borrow $3 million to finance the equipment lease.  In
September 2009, EAR stopped making its lease payments.  Highland
Bank investigated the default and learned, among other things,
that the leased equipment did not actually exist, and the
equipment purportedly purchased was pledged to multiple lenders.
Highland Bank also discovered that the guaranty provided by Donna
Malone, EAR's principal, was likely forged.  EAR filed for Chapter
11 bankruptcy in October that year.

The case is, BancInsure, Inc., an Oklahoma corporation, Plaintiff
and Counter-Defendant, v. Highland Bank, a Minnesota banking
corporation, Defendant and Counter-Claimant, Case No. 11-cv-2497
(SRN/JSM) (D. Minn.).  A copy of Judge Nelson's Sept. 23, 2013
Memorandum Opinion and Order is available at http://is.gd/k1LIYr
from Leagle.com.

Joseph A. Nilan, Esq., and Mark J. Johnson, Esq., at Gregerson,
Rosow, Johnson & Nilan, Ltd., 650 Third Avenue South, Suite 1600,
Minneapolis, Minnesota 55402, argue for Plaintiff and Counter-
Defendant.

Patrick H. O'Neill, Jr., Esq., Eric M. Laine, Esq., and Stephen M.
Warner, Esq., at O'Neill & Murphy, 332 Minnesota Street, Suite
W2600, Saint Paul, Minnesota 55101, argue for Defendant and
Counter-Claimant.

                   About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.


EXIDE TECHNOLOGIES: Battery Maker Needs $10 Million Lead Swap Deal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that where most bankrupt companies try to evade, avoid or
minimize liability on swaps, Exide Technologies wants the judge to
approve $10 million in swaps allowing the producer of lead acid
batteries to hedge the price of the principal raw material.

According to the report, Exide is also seeking a first extension
of its exclusive right to propose a Chapter 11 reorganization
plan.  An increase in the price of lead was among the factors
leading to Exide's bankruptcy filing in June.  To prevent a
repeat, the company filed papers arranging an Oct. 16 hearing for
court approval to hedge 10,000 metric tons of lead each month with
JPMorgan Chase Bank NA.

The report notes that if approved by the court, the maximum
exposure would be $10 million, to rank alongside liability on the
revolving credit financing bankruptcy.  Exide said that lead
represents 46 percent of the cost of goods sold.  Although Exide
says the swap is an ordinary course agreement not requiring court
authorization, the bank won't sign onto the hedge without assent
from the judge.

The report relates that at the same Oct. 16 hearing, Exide for the
first time will ask the court for an extension until May 31 of its
exclusive right to propose a plan.  The company said it hopes
creditors won't object.  As evidence of progress in bankruptcy,
Exide pointed to how it agreed with creditors to propose a
"comprehensive business plan" by March 10, followed by a plan
before May 31 and approval of disclosure materials by July 24.

                      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.


FAIRWAY GROUP: Moody's Assigns B3 CFR & Rates $315MM Loans B2
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a Caa1-PD probability of default rating to Fairway Group
Acquisition Company. Moody's also assigned a B2 rating to the
Fairway's $274 million senior secured term loan and $40 million
senior secured revolving credit facility. Additionally, Moody's
assigned Fairway an SGL-2 speculative grade liquidity rating.

Rating Rationale:

The ratings reflect Fairway's small scale, geographic
concentration, weak credit metrics, aggressive growth strategy and
Moody's expectation that cash flow will continue to be strained as
the company continues to open new stores. However, the proceeds
from the company's recent initial public offering have boosted its
cash balance, improving its liquidity and providing a source of
financing for new store openings. Moody's estimates debt to EBITDA
(with Moody's standard adjustments) to be about 7.5 times and
EBITA to interest to be about 1.1 times at fiscal year-end March
31, 2014. On a run rate basis (giving full year credit to recently
opened stores) Moody's estimates leverage and interest coverage to
be about 6.9 times and about 1.2 times respectively at March 31,
2014. Credit metrics are expected to improve in the next 12-18
months as new stores mature and increase their EBITDA
contribution. However, this improvement will be partially offset
by a high level of pre-opening expenses related to new store
openings. Ratings also reflect Fairway's very good market
presence, attractive market niche, name recognition, strong brand
equity, and good liquidity.

The following ratings are assigned:

  Corporate Family Rating at B3

  Probability of default rating at Caa1-PD

  $40 million senior secured revolving credit facility maturing
  2017 at B2 (LGD2, 29%)

  $274 million senior secured term loan maturing 2018 at B2
  (LGD2, 29%)

Speculative Grade Liquidity rating at SGL-2

The ratings outlook is stable and incorporates Moody's expectation
that same store sales growth will remain positive and credit
metrics will demonstrate improvement as new stores mature. The
outlook also assumes no deterioration in liquidity.

Ratings could be upgraded if the company's liquidity remains good,
financial policies remain benign and same store sales growth
remains positive. Quantitatively ratings could be upgraded if the
company demonstrates the ability to achieve and maintain
debt/EBITDA below 6.0 times and maintain EBITA/interest above 1.75
times.

Ratings could be downgraded if liquidity or same store sales
growth deteriorates or financial policies become aggressive.
Ratings could also be downgraded if debt/EBITDA does not
demonstrate a sustained improvement from current level or
EBITA/interest is sustained below 1.25 times.

Fairway is a publicly traded grocery store operator with 14
grocery stores expected by October 2013 and 3 wine stores in New
York, New Jersey and Connecticut. The company is majority owned by
Sterling Investment Partners and had revenues totaling $693
million for the LTM period ending June 30, 2013.

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


FCC HOLDINGS: Moody's Cuts Senior Unsecured Notes Rating to Ca
--------------------------------------------------------------
Moody's Investors Service downgraded the rating on Senior
Unsecured Notes co-issued by FCC Holdings, LLC ("First Capital")
and FCC Holdings Finance Subsidiary, Inc. to Ca from Caa3. Moody's
also affirmed First Capital's Caa1 Corporate Family Rating. The
outlook is negative.

Ratings Rationale:

The Senior Notes rating downgrade reflects the increased
probability that First Capital will breach the Senior Notes'
Tangible Net Worth ("TNW") covenant. At present the company has a
limited cushion against the TNW covenant and the covenant is
scheduled to step up at year-end 2013 and 2014. First Capital's
profitability has improved versus 2011 and 2012 when it had to
take sizeable provisions, but is still likely insufficient for the
company to meet the stepped-up TNW covenant levels in 2013 and
again in 2014.

First Capital's CFR reflects the following considerations:

While the company's refinancing of its bank debt facilities due
2013 has reduced near-term liquidity concerns, First Capital's
dependence on short-term bilateral debt facilities still makes it
vulnerable to refinancing risk in the intermediate term.
Furthermore, the increased probability of the TNW covenant breach
has emerged as a significant rating consideration, but the CFR
recognizes the solid position of secured debt holders and their
prospects for a reasonable recovery should a default occur.
Finally, First Capital's CFR reflects the company's limited
franchise positioning in the mid-market lending space, its
significant reliance on secured funding and relatively high
leverage.

Moody's increased the notching between the CFR and the Senior
Notes rating from two to three notches. The increased notching
reflects the combination of a higher probability of default on the
TNW covenant as well as the weaker recovery expectations on Senior
Notes versus the company's bank and securitization facilities
which have specific assets pledged against the debt.

The negative rating outlook reflects the uncertainty regarding
whether a covenant breach will be cured by the company's owners
through an injection of capital. The TNW covenant has a 30 day
cure period post quarter-end. FCC's equity owners are well-
capitalized and have contributed equity to cure covenant breaches
in the past, but the company does not have a formal guarantee of
support.

Ratings could improve if the company renegotiates its debt
facility covenants to ensure a bigger cushion against the TNW
covenant or obtains a guarantee of support from their equity
owners.

Ratings could go down if First Capital experiences an event of
default on its Senior Notes.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

First Capital is a commercial finance company headquartered in New
York, NY.


FGA CAPITAL: S&P Affirms 'B' Shortterm Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB+/B' long- and short-term counterparty credit ratings on Italy-
based FGA Capital SpA (FGA).  The outlook is negative.

The affirmation follows the renewal of Fiat SpA and Credit
Agricole SA's (CASA) 50/50 auto financing joint venture (JV) in
FGA, ahead of the December 2014 maturity of the former agreement.
The JV has been extended to December 2021 and for three-year
periods thereafter, with a three-year notice period for
termination.  S&P understands that, as part of the agreement, the
terms and conditions of funding support provided by CASA have also
been revised.

S&P also understands that CASA remains strongly committed to
providing funding support to FGA, through unsecured lines and
secured funding, in the context of the updated agreement.  At the
end of June 2013, CASA provided about EUR6.9 billion of funding,
amounting to about 48.5% of FGA's total liabilities.  S&P notes
that FGA's remaining funding structure is well diversified,
comprising securitizations (about 17% of its total liabilities),
bond issues (about 10%), and other banking lines (about 17%) at
end-June 2013.

Owing to its wholesale funding structure, S&P's funding and
liquidity ratios for FGA compare unfavorably with most of its
peers.  S&P's assessment of FGA's funding as average and liquidity
as adequate is largely based on its view that FGA will likely
continue to benefit significantly from strong ongoing funding
support from CASA through Credit Agricole Consumer Finance (CACF).

S&P also considers that FGA benefits from the stability provided
by the long-term renewal of the JV, as well as the three-year
notice period for termination of the agreement.  However, S&P
maintains its view of the company's weak business position, which
continues to reflect its view of its monoline business model and
an ongoing decline in Fiat's new car sales in Europe.

S&P continues to incorporate one notch of uplift for group support
in the rating on FGA.  This reflects S&P's view that FGA is a
moderately strategic subsidiary of CASA and our expectation that
CASA would provide extraordinary financial support if needed.  S&P
believes car financing through JVs with auto manufacturers is a
key strategic focus for CASA. CACF has other joint ventures with
Ford in Northern Europe and in China with a local manufacturer.

The negative outlook on FGA reflects the possibility that S&P
could lower the ratings if it anticipates that one of the
following conditions is likely to occur:

   -- The economic or operating conditions in which FGA operates
      deteriorate further and its capital position weakens--either
      because of higher economic risk or because of higher-than-
      expected pressures on the bank's profitability;

   -- Lower-than-expected earnings retention weakens FGA's
      capitalization so that S&P's projected risk-adjusted capital
      ratio is unlikely to remain sustainably above 10%, even if
      the economic and operating environment does not become
      tougher; or

   -- S&P perceives that the CASA group's commitment to support
      FGA diminishes, which, in S&P's view, could negatively
      affect FGA's funding and business position, among other
      factors.

S&P do not currently expect to revise the outlook on FGA to
stable.  However, S&P could do so if it was to expect an easing in
the downside risks to the economic and operating environment in
Italy and to S&P's assessment of the company's capital.


FRAZER/EXTON DEVELOPMENT: Court Won't Reopen Case, Reimpose Stay
----------------------------------------------------------------
Bankruptcy Judge Jean K. Fitzsimon denied the request of debtors
Frazer/Exton Development, L.P., and Whiteland Village, Ltd. to
reopen their Chapter 11 bankruptcy cases and reimpose the
automatic stay in connection with foreclosure action.

The Debtors seek to reopen their bankruptcy cases to obtain relief
from a settlement agreement with Sovereign Bank, N.A., their
largest creditor, and their confirmed plan of reorganization which
resulted from the settlement.

The Debtors contend that the Settlement Agreement is the product
of discovery misconduct or fraud by Sovereign because, in
responding to the Debtors' document requests in their bankruptcy
cases.  Sovereign only searched and produced documents from one
out of three of its sources of electronically stored information.

The Debtors' request for reimposition of the stay has to do with a
pre-petition mortgage foreclosure action which Sovereign filed
against the Debtors in state court. The Debtors seek to have the
stay reimposed with regard to the Foreclosure Action to prevent
Sovereign from moving fonward therein while the Debtors pursue
relief from the Order, seek to have the Settlement Agreement
modified and/or rescinded, and subsequently move to modify their
Plan.

Sovereign opposed the Debtors' request.  Sovereign provided the
Debtors with up to $23 million in loans in 2007 to finance the
"payment of clean-up costs associated with the environmental
remediation of the proposed site of "Whiteland Village," a 100
acre, continuing care retirement community, which the Debtors
planned to develop.  That loan was later increased to $29 million.

According to Judge Fitzsimon, the Debtors' Motion will be denied
because no purpose would be served by reopening the Debtors'
bankruptcy cases. The Debtors are not legally entitled to pursue a
motion under Fed.R.Civ.P. Rule 60(b)(3) because the one year
deadline for filing such a motion has expired and the doctrine of
equitable tolling would be inapplicable based on the Debtors'
failure to diligently exercise their rights. Moreover, the Debtors
would not be entitled to pursue an independent action under Rule
60(d)(1) because, as a matter of law, they cannot satisfy the
standard required for such an action.

A copy of the Court's Sept. 26, 2013 Memorandum Opinion is
available at http://is.gd/WP7jvyfrom Leagle.com.

                   About Frazer/Exton Development

Based in Malvern, Pennsylvania, Frazer/Exton Development, L.P.,
owns real property in Chester County.  Whiteland Village Ltd.
obtained various approvals and permits for the development of the
real property as a continued care retirement community.  Whiteland
Village Ltd. and Frazer/Exton Development, L.P., filed for
Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 11-14036 and
11-14041) on May 19, 2011.  The case was initially assigned to
Judge Stephen Raslavich but was transferred to Judge Jean K.
FitzSimon.

On Feb. 2, 2012, the Court confirmed the Debtors' Second Amended
Plan of Reorganization, which provided that lender Sovereign's
secured claim would be treated in accordance with the terms of a
Settlement Agreement.  In May 2012, the Court entered the Final
Decree closing the Debtors' bankruptcy case.


FREESEAS INC: Hanover Assigns Rights Under Settlement Agreement
---------------------------------------------------------------
FreeSeas Inc. has entered into an assignment and amendment
agreement with Deutsche Bank Nederland N.V., a Magna Group
affiliate fund Hanover Holdings I, LLC, Crede CG III, Ltd., a
wholly-owned subsidiary of Crede Capital Group, and various
wholly-owned subsidiaries of the Company.

Mr. Ion G. Varouxakis, chairman, president and chief executive
officer of the Company made the following comments: "We are
pleased to enter into the Assignment, which will remove,
immediately upon appropriate court approval, approximately $30
million of debt from our balance sheet.  Since our last
announcement on July 5, 2013, we have completed our last trade
debt swap into equity of about $5.8 million and our equity line.
Based on our improved capital structure and debt free vessels, we
will now be able to expedite our plans to pursue opportunities for
growth, instead of waiting months for Deutsche Bank to be repaid,
capitalizing on the current low market values for vessels and
improved shipping market conditions.  We have greatly appreciated
Magna Group's contribution, who was instrumental in structuring
and executing a series of transactions including the Settlement
Agreement, optimally positioning us in the market."

On July 5, 2013, the Company entered into a Debt Purchase and
Settlement Agreement with Deutsche Bank, Hanover and the various
wholly-owned subsidiaries of the Company.

Pursuant to the terms of the Settlement Agreement, Hanover agreed
to purchase USD$10,500,000 of outstanding indebtedness owed by the
Company to Deutsche Bank in accordance with the terms thereof.
Upon payment in full of the purchase price to Deutsche Bank for
such purchased indebtedness in accordance with the terms of the
Settlement Agreement, the remaining outstanding indebtedness of
FreeSeas and its subsidiaries to Deutsche Bank will be forgiven,
and the mortgages granted to Deutsche Bank on both of its two
security vessels discharged and the Company would own these two
vessels free and clear of all those liens granted to Deutsche
Bank.

Pursuant to the Assignment, Hanover assigned all of its rights and
obligations under the Settlement Agreement and an escrow agreement
to Crede in accordance with the terms thereof.  Crede paid Hanover
$3,624,345 in the aggregate, $2,624,345 of which represented the
amount deposited in escrow by Hanover and fees and other expenses
incurred by Hanover.  In addition, the escrow agreement was
amended and pursuant thereto Crede deposited an additional
$8,002,400 into escrow, following which the entire aggregate
amount held in escrow pursuant to the escrow agreement was
$10,542,057, which represented the entire purchase price of the
purchased indebtedness plus fees and expenses incurred by Deutsche
Bank.  That entire amount would be released from escrow to
Deutsche Bank upon the receipt of the court approval described in
the Settlement Agreement, and the debt forgiveness, mortgage
discharge, and owning the two vessels free and clear of all liens
granted to Deutsche Bank would occur concurrently with that
release.

In addition, the Company, in partial consideration for Hanover's
cancellation of certain covenants, issued to Hanover 2,000,000
shares of common stock and granted customary piggy-back
registration rights for such shares, together with a demand
registration right commencing 120 days after Sept. 25, 2013.

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, 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 recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FRESH & EASY: Grocery Chain Files Chapter 11 to Sell to Yucaipa
---------------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., the U.S. grocery chain of
British retail giant Tesco PLC, sought Chapter 11 bankruptcy
protection (Bankr. D. Del. 13-12569) on Sept. 30, 2013, in
Wilmington, to pursue a sale of its stores to an affiliate of
Yucaipa Cos.

In its Chapter 11 petition, Fresh & Easy estimated $100 million to
$500 million in assets and more than $500 million in debts.

The Yucaipa affiliate is buing about 150 of Fresh & Easy's 167
grocery stores.  Fresh & Easy proposes to hold an auction Nov. 11
to test Yucaipa's offer.

According to Bloomberg News' Steven Church and Phil Milford, under
the proposed deal, a Tesco affiliate would loan the Yucaipa
affiliate $120 million to help fund the takeover.  Tesco would get
warrants to buy as much as 10 percent of the equity in the
reorganized supermarket chain.  Should Yucaipa win a proposed
court-sanctioned auction, a Tesco unit would retain 22.5 percent
of the equity in the reorganized chain.

Jacqueline Palank, writing for The Wall Street Journal, reports
that Tesco decided to exit the U.S. grocery market after watching
Fresh & Easy struggle for several years.  Founded in 2006 to sell
healthy food at affordable prices, Fresh & Easy quickly grew to
operate 200 stores in Arizona, California and Nevada by 2012.
Tesco invested more than $610 million in the business in its first
two years to help fund its rapid growth.

According to WSJ, Fresh & Easy's early growth was thwarted,
however, by the economic downturn and real estate crisis, which
particularly hit hard in the area of the country where it
operates.  As a result, the company has incurred annual operating
losses each year since 2006, requiring Tesco to funnel more debt
and equity to the company to support its operations.  Last year,
Tesco began exploring options for Fresh & Easy before settling on
a sale.

Fresh & Easy owes more than $738 million to Tesco on various
intercompany loans, making Tesco the company's largest single
creditor.

Bloomberg notes that under the U.S. Bankruptcy Code, Tesco can
cancel unwanted leases easier than outside of court protection and
hold an auction for Fresh & Easy's assets.


FRIENDFINDER NETWORKS: Guccione Collection Sues in Bankr. Court
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FriendFinder Networks Inc., the operator of adult
social networking websites, was sued in bankruptcy court Sept. 25
by Guccione Collection LLC, a company formed to own property that
once belonged to Bob Guccione, the former owner of Penthouse
Magazine.

According to the report, FriendFinder, which now owns the
Penthouse brand, demanded that Guccione Collection cease using
images it owns.  Guccione Collection responded by starting a
lawsuit in Bankruptcy Court in Delaware, where FriendFinder is
undergoing reorganization.

The report notes Guccione Collection contends the images shown on
its website were owned by Bob Guccione individually and were never
property of Penthouse.

                 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.

FriendFinder filed together with the Chapter 11 petition a
proposed plan with details on the reorganization worked out before
bankruptcy with about 80 percent of first- and second-lien
lenders.  Holders of the $234.3 million in 14 percent first-lien
notes will be paid in full with an equal amount of new notes.
Holders $330.8 million on two issues of second-lien notes will
become the new owners.  Unsecured creditors are to be paid in
full.


FRONTIER AIRLINES: Pilots Negotiations Jeopardize Sale Talks
------------------------------------------------------------
Jack Nicas and Mike Spector, writing for The Wall Street Journal,
reported that the long-awaited sale of Frontier Airlines is in
jeopardy because of stalled negotiations between its pilots and
the prospective buyer, Indigo Partners LLC, according to two
people familiar with the investment firm's thinking.

The WSJ report related that Indigo and Frontier's parent company,
Republic Airways Holdings Inc., are not expected to reach a deal
by Sept. 30, when Indigo's exclusivity period is set to expire,
according to one of these people.

Republic has been trying for almost two years to off load
Frontier, a Denver-based airline that carried 5.1 million
passengers in the first half of this year, according to the
report.

Earlier this summer, Republic entered into exclusive talks with
Indigo, the investment firm of former America West Airlines Chief
Executive Bill Franke, and the two sides have made significant
progress toward a transaction, these people said, the report
further related.  But stalled negotiations with Frontier pilots
are now endangering the deal, they said.

In 2011, Frontier agreed to give its pilots an equity stake in the
company or a $7.2 million cash settlement in exchange for cuts to
their pay and benefits, according to regulatory filings, the
report noted.  Indigo would like to terminate or reduce promised
equity stakes for Frontier's pilots and flight attendants, these
people and another person familiar with the talks said.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding, paying $109 million and assuming about
$1 billion of debt and aircraft-lease obligations.

In September 2009, the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic.


GANNETT CO: Moody's Keeps Ratings Over $250MM Senior Notes Upsize
-----------------------------------------------------------------
Moody's Investors Service says that the $250 million increase in
Gannett, Co., Inc.'s senior notes offering to $1.25 billion from
$1 billion has no immediate impact on ratings of the company.
Proceeds from the offering being upsized will be used to finance
the Belo acquisition and for general corporate purposes. All other
ratings remain unchanged and the outlook remains negative.

The last rating action was on September 26, 2013, when $1 billion
senior notes were rated Ba1 and the Speculative Grade Liquidity
Rating was changed to SGL -- 1 from SGL -- 2. All other credit
ratings were affirmed.

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 13 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.


GATEHOUSE MEDIA: Cancels Unused Portion of 2007 Credit Facility
---------------------------------------------------------------
GateHouse Media, Inc., notified Cortland Products Corp, as
administrative agent, that effective Sept. 27, 2013, it would be
exercising its right to terminate the unused revolving credit
portion of the Credit Agreement dated as of Feb. 27, 2007, as
amended.  In connection with that termination, the Company will be
required to pay $25,277 on the date of termination.

                 Reissues Q2 Financial Statements

The Company reissued its unaudited condensed consolidated
financial statements for the second quarter ended June 30, 2013,
which financial statements appear in the Company's quarterly
report on Form 10-Q for the quarter ended June 30, 2013, filed
with the SEC on Aug. 1, 2013, to include a subsequent event
footnote.  The Company has not made any other retrospective
revisions to the financial statements that appear in the 10-Q.  A
copy of the Revised Form 10-Q is available at:

                         http://is.gd/G7yKDX

                          E&Y Amends Report

Ernst & Young LLP, the Company's independent registered public
accounting firm, reissued its report with respect to the Company's
consolidated financial statements for the year ended Dec. 30,
2012, which report appears in the Company's annual report on Form
10-K for the year ended Dec. 30, 2012, filed with the SEC on
March 7, 2013, to (i) include a going concern uncertainty
paragraph, (ii) give retrospective treatment to a discontinued
operation and (iii) include a subsequent event footnote.

In their report, Ernst & Young noted that the Company entered into
an agreement with the lenders under its 2007 credit facility to
restructure the terms of the credit facility.  Among other
matters, the restructuring agreement requires the Company to file
a voluntary petition seeking to reorganize under Chapter 11 of the
U.S. bankruptcy code, which would constitute an event of default
under the terms of the Company's 2007 credit facility.  These
conditions raise substantial doubt about its ability to continue
as a going concern.  A copy of the Reissued Report is available
for free at http://is.gd/LepTkU

                   Management and Advisory Agreement

GateHouse, on Aug. 27, 2013, entered into a management and
advisory agreement with Local Media Group Holdings, LLC.  The
Management Agreement was entered into in connection with an
agreement under which Newcastle Investment Corp. has agreed to
purchase all of the capital stock of Dow Jones Local Media Group,
Inc.  Pursuant to the Management Agreement, the Company manages
the business conducted by LMG and its subsidiaries, as well as the
day-to-day operations of LMG and its subsidiaries.

Under the terms of the Management Agreement, the Company will
receive the following compensation: (i) from Aug. 27, 2013, until
the closing under the SPA, a monthly fee of $40,000; and (ii) for
the period following the Acquisition Date, an annual management
fee of $1,100,000.  The Annual Fee will be adjusted each year, up
to a maximum annual fee of $1,210,000.  In addition to the Annual
Fee, the Company will also be entitled to receive annual incentive
compensation in connection with the Company's management of the
assets and businesses of LMG based on 12.5 percent of the EBITDA
of LMG in excess of budget.

The Management Agreement is in effect until the second anniversary
of the Acquisition Date, and automatically renews for additional
consecutive two-year periods unless terminated by either party at
least 30 days prior to a renewal date.  If the Management
Agreement is terminated prior to a renewal period by LMG LLC, the
Company is entitled to receive a termination fee equal to the sum
of (i) the average of the Annual Fee for the previous three full
years (or the lesser number of years if fewer than three full
years have elapsed); and (ii) all accrued but unpaid incentive
compensation.  The Management Agreement contains other customary
termination provisions.

VIE Determination

On Sept. 25, 2013, the Company determined that LMG LLC is a
variable interest entity with the Company having control as a
primary beneficiary.  As a result of such determination, as of
Sept. 3, 2013, the Company is required to consolidate the results
of the LMG LLC with the Company's results.  Accordingly, the
Company will therefore consolidate LMG LLC's financial results
with the Company's financial statements as a VIE pursuant to U.S.
GAAP.  The Company does not have any equity interest in LMG LLC.

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

                        http://is.gd/S3Ospl

                       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.


GLW EQUIPMENT: Cash Collateral Hearing Continued to Oct. 10
-----------------------------------------------------------
The hearing on the request of GLW Equipment Leasing, LLC, for
authorization to use cash collateral from Sept. 25, 2013, through
December 31, 2013; and to grant adequate protection, has been
continued for Oct. 10, 2013, at 9:30 a.m. at Courtroom 2C, 2nd
floor, 316 North Robert Street, St. Paul.  The hearing was
originally set for Sept. 25.

The Debtor projects that it can operate in the ordinary course
through December 31, 2013 with use of cash collateral and without
additional post petition financing.  The Debtor has a need to use
cash collateral through December 31, 2013, to pay operating
expenses in the amounts identified in the Budget.  If the Debtor
is not permitted to use cash collateral in the amounts and for the
purposes set forth in the Budget from September 25, 2013 through
December 31, 2013 the Debtor cannot continue to operate.

The Debtor is a Minnesota limited liability company formed to own
and manage a truck and trailer equipment lease portfolio.  As of
the Petition Date, the total debt incurred, owing and secured by
the Equipment is $17,888,993.  The Equipment Debt was first
incurred by the three members of the Debtor -- Warren Cadwallader,
Lee Cadwallader and Gale Werner.

The Debtor proposes, as adequate protection for the Equipment
Lenders, to grant (i) replacement liens in the Equipment Lenders
respective collateral; and to (ii) report and account for the cash
proceeds from use of the Equipment.

As additional adequate protection, the Debtor proposes, on or
before the 27th day of each calendar month commencing September
27, to make interest payments at the rate of 3-1/2% per annum and
principal reduction payments to each Equipment Lender.  The
interests of the Equipment Lenders are adequately protected by the
replacement liens and monthly cash payments.

The Debtor notes that prior to the hearing on the Cash Collateral
Motion, it may enter into a stipulation with one or all of the
Equipment Lenders concerning use of cash collateral, adequate
protection and other related matters.  In the event the Debtor
enters into any such stipulation, the Debtor will seek approval of
the stipulation without further notice of hearing pursuant to
Bankruptcy Rule 4001(d)(4).

GLW Equipment Leasing, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 13-44202) in Minneapolis, Minnesota, on
Aug. 27, 2013.  Warren Cadwallader signed the petition as
president.  The Debtor estimated at least $10 million
in assets and liabilities.  Michael F. McGrath, Esq. --
mfmcgrath@ravichmeyer.com -- Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.  Judge
Katherine A. Constantine presides over the case.


GLW EQUIPMENT: Can Employ Ravich Meyer as Bankruptcy Counsel
------------------------------------------------------------
GLW Equipment Leasing, LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Ravich Meyer Kirkman McGrath
Nauman & Tansey, P.A. as cousel.  Attorneys for the Debtor can be
reached at:

         Michael F. McGrath, Esq.
         Will R. Tansey, Esq.
         Michael D. Howard, Esq.
         RAVICH MEYER KIRKMAN McGRATH NAUMAN & TANSEY, P.A.
         4545 IDS Center
         80 South Eighth Street
         Minneapolis, MN 55402
         Tel: (612) 332-8511
         Fax: (612) 332-8302

GLW Equipment Leasing, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 13-44202) in Minneapolis, Minnesota, on
Aug. 27, 2013.  Warren Cadwallader signed the petition as
president.  The Debtor estimated at least $10 million in assets
and liabilities.  Judge Katherine A. Constantine presides over the
case.


GLYECO INC: Appoints Alicia Williams as CFO
-------------------------------------------
The Board of Directors of GlyEco, Inc., appointed Alicia Williams
to be the chief financial officer of the Company, effective
Sept. 20, 2013.

Ms. Williams, 36, has served as the Company's interim principal
financial officer since January.  As Secretary, Controller and VP
of Internal Operations, she has managed the financial and
accounting processes of the Company since 2008.  She holds an
extensive accounting background, including receiving a Bachelor of
Science in Management Information Systems & Accounting, and she is
licensed to practice law in the State of Arizona.

From October 2008 until the date Global Recycling Technologies,
Ltd., a Delaware corporation and privately held operating
subsidiary, merged with and into the Company, Ms. Williams served
as the director of internal operations of Global Recycling.  Upon
the consummation of the merger of Global Recycling with and into
the Company, Ms. Williams became the controller and VP of internal
operations of the Company.  Ms. Williams was also appointed by the
Company's Board of Directors to be the secretary of the Company on
Nov. 30, 2011.

From August 2004 until she joined the Global Recycling, Ms.
Williams was a full-time law student or part-time law clerk.  From
March 2000 to August 2004, Ms. Williams served as a senior systems
analyst/data lead at Intel Corporation in Chandler, Arizona.  Ms.
Williams holds a law degree (J.D.) from the University of Southern
California Gould School of Law in Los Angeles, California
(December 2007).

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended Dec.
31, 2011.  The Company's balance sheet at March 31, 2013, showed
$9.16 million in total assets, $2.63 million in total liabilities
and $6.53 million in total stockholders' equity.

Jorgensen & Co., in Lehi, UT, 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 not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GORDON PROPERTIES: Opposes Bid to Convert Case to Ch. 7
-------------------------------------------------------
Gordon Properties, LLC, opposes the motion of creditor Stites &
Harbison, PLLC, to covert the Chapter 11 case to one under Chapter
7, arguing that the Creditor's allegations that (i) there is
substantial or continuing loss to or diminution of the estate, and
(ii) there is absence of a reasonable likelihood of rehabilitation
are neither true and there is no basis for conversion of the case.

According to the Debtor's counsel, Donald F. King, Esq., at Odin
Feldman & Pittleman PC, in Reston, Virginia, the Creditor failed
to acknowledge that the value of the Debtor's assets has not
decreased.  At the time of the filing of its case, the Debtor was
solvent, notwithstanding that it did not have sufficient cash flow
to pay the claims being asserted against it at that time, Mr. King
relates.  The Debtor's solvency has not changed, even when the
subordinated loans are considered, he tells the Court.
Consequently, the value of the Debtor's estate has not diminished,
and the Debtor is capable of paying the allowed claims of its
creditors, Mr. King adds.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, to deny the
Creditor's Motion.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.

Stephen E. Leach has been appointed as examiner in the Debtor's
case.  Leach Travell Britt, PC, represents the examiner as
counsel.


GREEN EARTH: Incurs $6.59-Million Net Loss in Fiscal 2013
---------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $6.59 million on $8.03 million of net sales for the
year ended June 30, 2013, as compared with a net loss of $11.26
million on $7.38 million of net sales during the prior year.

The Company's balance sheet at June 30, 2013, showed $9.45 million
in total assets, $22.91 million in total liabilities and a $13.45
million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/vzOMDv

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.


GTEC INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: GTEC Inc.
        5950 Carmichael Place, Suite 200
        Montgomery, AL 36117
        MONTGOMERY, AL

Case No.: 13-32550

Chapter 11 Petition Date: September 27,2013

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

Judge: Dwight H. Williams Jr.

Debtor's Counsel: James L. Day
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  334-834-8000
                  Fax: 334-834-8001
                  E-mail: jlday@memorylegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bowen Ballard, authorized individual.

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/almb13-32550.pdf


HAMPTON LAKE: Oct. 15 Hearing on Confirmation of Amended Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina,
according to Hampton Lake LLC's case docket, continued until
Oct. 15, 2013, at 9 a.m., the hearing to consider the Amendment to
Chapter 11 Plan filed by the Debtor in September.

As reported in the Troubled Company Reporter on June 27, 2013, the
Court has determined that the Disclosure Statement filed by the
Debtor contains adequate information, and accordingly approved the
Disclosure Statement on June 24.  With this development, the
Debtors were authorized to distribute the Plan documents and
corresponding ballot forms to creditors by Aug. 12, 2013.
Creditors eligible to vote were given until Sept. 9, 2013 to cast
their ballots on the Plan.

The Court previously set the hearing on Sept. 17, 2013, to
consider confirmation of the Plan.

Shortly before the Court entered the Disclosure Statement Order,
the Debtor submitted an amendment to the Disclosure Statement and
the Plan dated June 17, 2013.  Among other things, the amendments
refer to:

  (1) Clarification on the Debtor's history as it pertains to
      failure to make scheduled payments to Charter Note Holders
      in November 2009 and the corresponding forbearance agreement
      it negotiated on those payments;

  (2) Clarification on the transfer and release of the Debtor to
      the Official Committee of Unsecured Creditors all rights to
      administer the unsecured, non-priority claims against the
      estate;

  (3) Clarification that the Creditors Committee will continue to
      exist on and after the effective date of confirmation until
      all unsecured non-priority claims have been administered;
      and

  (4) A revised feasibility budget as exhibit.

A full-text copy of the Amendments and other clarifications, dated
June 17, 2013, to the Disclosure Statement and Plan is available
for free at:

       http://bankrupt.com/misc/HAMPTONLAKE_DSAmdmentJune17.PDF

                        About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina, on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Debtor has a Chapter 11 plan that contemplates selling the
remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.

The Court will convene a hearing on Sept. 17, 2013, to consider
confirmation of the Plan.  The Court approved the Disclosure
Statement on June 24, 2013.

The Office Committee of Unsecured Creditors is represented by
J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as
counsel.


HAMPTON ROADS: Thomas Dix Appointed Chief Financial Officer
-----------------------------------------------------------
Thomas B. Dix III has been appointed executive vice president,
chief financial officer and treasurer of Hampton Roads Bankshares,
Inc., the holding company for The Bank of Hampton Roads and Shore
Bank.  In this position, Mr. Dix will report to Douglas J. Glenn,
president and chief executive officer of the Company and chief
executive officer of BHR, and will be responsible for directing
the financial functions of the holding company and its
subsidiaries, including accounting, tax, treasury, financial
planning, investor relations and vendor management.

Mr. Glenn said, "We conducted a thorough search process with the
assistance of Heidrick & Struggles and determined that Thom was
the most qualified candidate to lead our finance function.  Since
his appointment to the Interim CFO role in April, Thom has
consistently demonstrated the range and depth of skills and
judgment required of a strong CFO.  The Board and I have great
confidence that he will sustain the progress we have been making
in Finance."

Mr. Dix has served as senior vice president, treasurer and interim
chief financial officer since April 2013.  He was appointed senior
vice president and treasurer of the Company and BHR in May 2011.
He also served as corporate secretary of the Company and BHR from
October 2011 to April 2013.  Previously, he served as senior vice
president and credit risk manager of the Company, senior vice
president and chief lending officer of Shore Bank and vice
president, Commercial Banking for BHR.  Before joining BHR in
April 2009, Mr. Dix held positions in credit, asset-based lending,
branch management and commercial lending with Mercantile Peninsula
Bank/PNC Bank and its predecessor institutions from 2001 to 2009.
Dix earned a BA in economics from the University of Virginia.

In connection with his appointment, Mr. Dix's annual base salary
will be increased to $250,000.  In addition, Mr. Dix is eligible
to participate in all of the plans and arrangements that are
generally available to all of the Company's salaried employees.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at June 30, 2013, showed $2 billion in total assets, $1.82
billion in total liabilities and $179.23 million in total
shareholders' equity.


HANOVER INSURANCE: Fitch Affirms 'BB' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of The Hanover Insurance Company, the principal
operating subsidiary of The Hanover Insurance Group (NYSE: THG).
Fitch has also affirmed the following ratings for THG:

-- Issuer Default Rating (IDR) at 'BBB';
-- Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable. (A full rating list follows at the
end of this press release.)

Key Rating Drivers

THG's ratings reflect adequate operating subsidiary
capitalization, and Fitch's belief that THG's operating
subsidiaries internal capital formation is likely to marginally
improve over the intermediate term. GAAP operating leverage (net
premium written to shareholders' equity, excluding unrealized
gains on fixed income securities) was 1.97x and net leverage was
5.15x at June 30, 2013.

Operating leverage has increased significantly over the last three
years nearer to maximum sector credit factor guidelines for the
current rating level due largely to acquisitions and limited
growth in shareholders' equity. The score for U.S. subsidiaries on
Fitch's Prism capital model was 'adequate' at year-end 2012 and
the financial leverage ratio (FLR) was 28.6% at June 30, 2013.

Profitability declined over the last three years primarily due to
above average catastrophe related losses. THG's calendar-year
combined ratio averaged 103.5% for 2010 - 2012 with an average 8.1
points in catastrophe losses.

For the first six months of 2013, THG reported a calendar-year
combined ratio of 97.6%, with 3.7 points in catastrophe losses.
The underwriting gain for six months improved to $53 million, from
an underwriting loss of $21 million for the first six months of
2012. THG's annualized GAAP net income return on equity improved
to 10.2%, compared to 2.4% for the full year 2012.
GAAP operating EBIT coverage improved to 5.1x for six months 2013.
Parent company cash and investments was $212 million, net of
unsettled transactions at June 30, 2012.

THG's future profit potential is buoyed by a hardening premium
rate environment across most U.S. property/casualty market
segments. Recently, THG has experienced an improving price
environment in commercial lines overall and has increased rates in
auto, especially commercial auto, in response to higher loss
trends.

A more balanced U.S. risk appetite and shifts in the company's
geographic mix from traditional northeast markets and from a
product perspective towards more specialty commercial lines also
positions the company for improved profitability over the
intermediate term.

Rating Sensitivities

Key ratings triggers that could lead to a downgrade include: a
material and sustained deterioration in the Prism score and/or
material increases in GAAP operating leverage from current levels;
GAAP operating EBIT coverage below 5x combined with maintenance of
parent company cash and investments less than 2x annual interest
expense; a material deterioration in underwriting or operating
performance relative to peers; and a material deterioration in
THG's reserve adequacy.

Key ratings triggers that could lead to an upgrade include
underwriting results and consolidated profitability sustained at
levels comparable to higher rated peer companies and industry
averages; improvement in the Prism score to 'strong'; and
maintenance of the run-rate holding company financial leverage
ratio below 25%.

Fitch affirms the following ratings with a Stable Outlook:

The Hanover Insurance Group
-- IDR at 'BBB';
-- 7.5% senior notes due 2020 'BBB-';
-- 6.375% senior unsecured notes due 2021 at 'BBB-';
-- 7.625% senior unsecured notes due 2025 at 'BBB-';
-- 8.207% junior subordinated debentures due 2027 at 'BB';
-- 6.35% subordinated debentures due March 30, 2053 'BB'.

The Hanover Insurance Company
Citizens Insurance Company of America
-- IFS at 'A-'.


HAWAII OUTDOOR: Oct. 21 Further Cash Collateral Hearing Set
-----------------------------------------------------------
A further cash collateral hearing has been scheduled for Oct. 21,
2013, at 9:30 a.m. in Honolulu, in the Chapter 11 case of Hawaii
Outdoor Tours, Inc.

David C. Farmer, the Chapter 11 Trustee of Hawaii Outdoor, is
still in need of cash collateral and is working on a 10th cash
collateral stipulation.

The Trustee notes that he contemplates filing a sale motion and
may request to expedite the matter.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.


HOUSTON REGIONAL: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Houston Regional Sports Network, L.P.
                1201 San Jancinto, Suite 200
                Houston, TX 77002
                HARRIS, TX

Case Number: 13-35998

Involuntary Chapter 11 Petition Date: September 27, 2013

Court: U.S. Bankruptcy Court Southern District of Texas (Houston)

Judge: Marvin Isgur

Petitioners' counsel: Vincent P Slusher
                      DLA Piper (US) LLP
                      1717 Main
                      Suite 4600
                      Dallas, TX 75201
                      Tel: 214-743-4572
                      Fax: 972-813-6267
                      E-mail: vince.slusher@dlapiper.com

Alleged creditors who signed the involuntary petition:

   Petitioners                  Nature of Claim     Claim Amount
   -----------                  ---------------     ------------
   National Digital             Services rendered        $10,517
   Television Center, LLC
   4100 E. Dry Creek Road,
   Centennial, CO 80122

   Comcast Sports Management    Services Fees         $1,251,573
   Services, LLC
   One Comcast Center,
   Philidelphia, PA 19103

   Houston SportsNet Finance    Money Loaned       $100,000,000
   LLC
   One Comcast Center,
   1701 JFK Blvd.
   Philidelphia, PA 19103

   Comcast SportsNet            Services Rendered       $43,129
   California, LLC
   4450 East Commerce Way
   Sacramento, CA 95834


HOYT TRANSPORTATION: Selling 18 Buses in Private Sale
-----------------------------------------------------
Hoyt Transportation Corp., in a second motion filed September 13,
asked the U.S. Bankruptcy Court for the Eastern District of New
York to approve two private bus sale to independent third parties.

The Debtor sought additional authorization to sell 18 buses from
its remaining fleet of some 200 school buses via two private sale
for a total amount of $188,000.

Penny Transportation proposed to buy 15 buses for $177,500; while
C&C Inc., will buy three buses for $10,500.

According to the Debtor, none of the buses are subject to the
purchase money notes held by Sovereign Bank.  The buses in the
sale are wholly unencumbered and the proceeds will be held in
deposit in the Debtor's operating accounts.

As reported in the Troubled Company Reporter on Sept. 4, 2013, the
Hon. Nancy Hershey Lord, in August, authorized the Debtor to sell
buses.  On July 25, the Debtor sought approval of three private
sales of schools buses to:

   1. Quality Bus Service LLC (40 buses) for $1,112,500;

   2. Jofaz Transportation, Inc. (38 buses) for $1,092,000; and

   3. Agostino Vona (20 buses) for $750,000.

The Court also ordered that, to the extent that certain of the
buses to be sold are subject to liens of Sovereign Bank, N.A., the
Debtor is authorized to satisfy the respective liens of Sovereign
Bank, N.A. from the proceeds of the sales of the encumbered buses,
such liens totaling $1,585,979 based upon the updated pay-off
schedule.

                     About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


HUNTERSVILLE PLAZA: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------
Debtor: Huntersville Plaza Phase Two, LLC
        9009-B Perimeter Woods Drive
        Charlotte, NC, 28216
        MECKLENBURG, NC

Type of Business: Single Asset Real Estate

Case No.: 13-32085

Chapter 11 Petition Date: September 27, 2013

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

Judge: Laura T. Beyer

Debtor's Counsel: James H. Henderson
                  JAMES H. HENDERSON, P.C.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: 704.333.3444
                  Fax: 704.333.5003
                  Email: henderson@title11.com

Total Assets: $2.64 million

Total Liabilities: $2.22 million

The petition was signed by Richard W. Davis, manager.

A copy of the Debtor's list of seven unsecured creditors is
available for free at http://bankrupt.com/misc/ncwb13-32085.pdf


IDERA PHARMACEUTICALS: Priced Common Stock & Warrants Offerings
---------------------------------------------------------------
Idera Pharmaceuticals, Inc., priced an underwritten public
offering of 13,727,251 shares of common stock for a public
offering price of $1.55 per share, and pre-funded warrants to
purchase up to an aggregate of 4,175,975 shares of common stock at
the per share public offering price for the common stock less the
$0.01 per share exercise price for each that pre-funded warrant.
The gross proceeds to Idera from this offering are expected to be
approximately $27.7 million, before deducting the underwriting
discounts and commissions and other estimated offering expenses
payable by Idera and excluding the proceeds, if any, from the
exercise of the pre-funded warrants.  The offering is expected to
close on or about Sept. 30, 2013, subject to customary closing
conditions.

Idera anticipates using the net proceeds from the offering to fund
its planned Phase 1/2 clinical trials of IMO-8400 intended to
evaluate its use in certain genetically defined forms of B-cell
lymphomas, to fund its planned Phase 1 clinical trial of IMO-9200
and for working capital and other general corporate purposes.

Piper Jaffray & Co. is acting as sole manager for the offering.

                     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.


ICEWEB INC: To Issue 25 Million Shares Under 2012 Equity Plan
-------------------------------------------------------------
The Board of Directors of IceWEB, Inc., approved an Amendment No.
2 to the Company's 2012 Equity Compensation Plan to increase the
total shares under the Plan from 80,000,000 common shares to
105,000,000 common shares.  A copy of the Amended Plan is
available for free at http://is.gd/H98inf

The Company registed with the U.S. Securities and Exchange
Commission 25 million shares of common stock issuable under the
2012 Equity Compensation Plan (as amended) for a proposed maximum
aggregate offering price of $662,500.  A copy of the Form S-8 is
available for free at http://is.gd/ZTXzX1

                            About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.  The Company's balance sheet
at June 30, 2013, showed $1 million in total assets, $2.74 million
in total liabilities and a $1.73 million total stockholders'
deficit.


J.C. PENNEY: Share Offering Prices at a Discount
------------------------------------------------
Nathalie Tadena, writing for The Wall Street Journal, reported
that J.C. Penney Co.'s offering of 84 million shares, which would
raise about $810.6 million, priced at a 7.4% discount to the
retailer's closing price on Sept. 26.

The shares fell 5.5% to $9.89 in premarket trading on Sept. 27,
still higher than the offering price of $9.65, according to the
WSJ report.

Penney unveiled plans on Sept. 26 to raise as much as $1 billion,
intending to use the funds for general corporate purposes, the
report related.

The department-store chain is seeing some improvement in sales but
is still facing concerns from creditors, who worry that the
retailer's road ahead is uncertain, the report said.

The company is working to overcome a year and a half under former
Chief Executive Ron Johnson, who cut back discounts and did away
with some popular house brands without first testing the moves,
which drove away shoppers and sent the company into the red, the
report further related.

Myron "Mike" Ullman, who returned to the helm of Penney in the
spring, has brought back formerly banished coupons and promotions,
and is stocking more of the house brands that the retailer was
known for, including the apparel labels Worthington and St. John's
Bay, the report added.  He also is trying to rework the chain's
home departments after a revamp planned by Mr. Johnson failed to
catch on.

                        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.


J.C. PENNEY: Moody's Says Shares Offer No Impact on 'Caa1' CFR
--------------------------------------------------------------
Moody's Investors Service stated that J.C. Penney Company, Inc.'s
recent sale of up to 84 million shares at $9.65 per share in a
secondary offering has no current impact on JCP's Caa1 Corporate
Family Rating, Speculative Grade Liquidity rating of SGL-3, and
negative outlook.

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

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. It also operates a website, www.jcp.com. Revenues
are over $12 billion.


JERRY'S NUGGET: US Bank Says Court Should Deny Confirmation
-----------------------------------------------------------
U.S. Bank National Association objects to the confirmation of
Jerry's Nugget, Inc.'s and Spartan Gaming LLC's Second Amended
Joint Plan of Reorganization, filed Aug. 20, 2013.

U.S. Bank, which holds valid perfected liens against substantially
all of JNI's real and personal property, says the Plan: (a)
improperly proposes to pay holders of lower ranking Allowed Claims
from the proceeds of U.S. Bank's collateral before U.S. Bank is
paid in full; (b) improperly deprives U.S. Bank of a vote on the
Plan by deeming the USB Claim unimpaired although under the Plan
there is a real risk that U.S. Bank will not be paid in full; and
(c) inadequately protects U.S. Bank's interests in the "Disputed
Portion of the USB Claim."

U.S. Bank relates that on Aug. 1, 2013, the Debtors objected to
the USB Claim.  The Debtors sought to reduce the USB Claim by
eliminating pre- and post-petition default interest and by
reducing the allowed amount of the fees incurred by U.S. Bank's
professionals in an undetermined amount.

Under the Plan, U.S. Bank's secured claim is thus bifurcated into
an "Undisputed Portion of the USB Claim" -- consisting of the
principal loan amount plus unpaid pre- and post-petition interest
at the non-default rate, and a "Disputed Portion of the USB Claim"
-- consisting of all default rate pre- and post-petition interest
and all fees and expenses incurred by U.S. Bank, which are owed
under the USB Loan Documents.

U.S. Bank explains that despite designating its claim as
unimpaired, the Plan proposes to pay only the Undisputed Portion
of the USB Claim on the Effective Date (presumably simultaneously
with the closing of the refinance to be secured by the USB
Collateral as proposed under the Plan), while establishing a
capped Reserve Account from the refinance proceeds to eventually
pay the difference between the Allowed USB Claim and the
Undisputed Portion of the USB Claim.

U.S. Bank's Objection to the Plan is primarily focused on three
issues: (1) the Debtors cannot pay any other holders of Allowed
Claims from the proceeds of the refinance to which the USB Liens
attach unless and until the USB Claim is paid in its full allowed
amount; (2) the Plan improperly deprives U.S. Bank of a vote on
the Plan by deeming the USB Claim unimpaired although under the
Plan there is a real risk that U.S. Bank will not be paid in full;
and (3) the Debtors' proposed funding of the Reserve Account with
only a portion of the refinance proceeds is insufficient.

Accordingly, U.S. Bank says the Court should deny confirmation.

U.S. Bank also objects to the Debtors' Witness and Exhibit List
for the confirmation hearing on the Debtors' Second Amended Joint
Plan of Reorganization filed Sept. 13, 2013.  A copy of U.S.
Bank's objection is available at
http://bankrupt.com/misc/jerry'snugget.doc505.pdf

            About Jerry's Nugget and Spartan Gaming

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

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

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

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

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

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

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


JERRY'S NUGGET: 3rd Amended Plan Offers to Pay USB From Exit Loan
-----------------------------------------------------------------
Jerry's Nugget, Inc., and Spartan Gaming LLC filed with the U.S.
Bankruptcy Court for the District of Nevada on Sept. 23, 2013, a
Third Amended Plan Joint Plan of Reorganization.

On the Substantial Consummation Date, Reorganized JNI will issue
100% of its shares to the Stamis Trusts, such that each of the
Stamis Trusts will equally own 50% of the total shares of
Reorganized JNI.

On the Effective Date, Reorganized Spartan Gaming will issue 100%
of its membership interests to the Stamis Trusts, such that each
of the Stamis Trusts will equally own 50% of Reorganized Spartan
Gaming.

The proceeds after paying the costs relating to the closing of the
Exit Loan will be utilized as follows:

   (i) to pay the Allowed Administrative Claims;

  (ii) to pay the Allowed USB Claim, however, to the extent the
USB Claim is not an Allowed Claim on the Effective Date, the
differential between the asserted USB Claim and the Undisputed
Portion of the USB Claim will be deposited in the Reserve Account
until the asserted USB Claim becomes an Allowed Claim by Final
Order of the Bankruptcy Court, and then, the funds held in the
Reserve Account will be Distributed in accordance with Section
4.1.2(b) of the Plan;

(iii) to pay the 10% distribution to Holders of Allowed Class 8
Claims that elect Option A in accordance with Section 4.8.1 of the
Plan (expressly including the Allowed CRE Class 8 Claim); and

  (iv) to the extent that there are additional proceeds of the
Exit Loan after tendering the foregoing Distributions, such
remaining proceeds will be used to satisfy Reorganized Debtors'
obligations under this Plan, including without limitation, to make
the Distributions provided in Sections 4.2, 4.4, 4.5, 4.6, 4.7,
4.8.2(b), and 4.9 of the Plan.

                             USB Claim

Under the Plan terms, on the Effective Date, Reorganized JNI will
pay to USB, in Cash, the Undisputed Portion of the USB Claim free
and clear of the Liens in favor of USB, including the USB Deed of
Trust and any cash collateral held by USB.

The difference between the Allowed USB Claim and the Undisputed
Portion of the USB Claim paid in accordance with the previous
paragraph will be paid by Reorganized JNI, in Cash from the
Reserve Account, on later of: (a) the Effective Date; and (b)
entry of a Final Order of the Bankruptcy Court determining the
total Allowed USB Claim, including any amounts due to USB pursuant
to Sections 1124(2)(c), 1124(2)(d), and/or 506(b) of the
Bankruptcy Code.

The USB Claim in Class 1 is Unimpaired under the Plan and,
therefore, the Holder of the Class 1 Claim is not entitled to
vote.

                      General Unsecured Claims

Except to the extent that a Holder of an Allowed General Unsecured
Claim in Class 8 agrees to less favorable treatment, each Creditor
with an Allowed Claim in Class 8 will  be paid Distributions, at
its election, in accordance with either Option A or Option B.

                             Option A

Under Option A, each holder of an Allowed General Unsecured Claim
that elects Option A will receive a Cash payment equal to 10% of
his/her/its Allowed General Unsecured Claim in full and final
satisfaction of such Allowed General Unsecured Claim.

                             Option B

Under Option B, any Holder of an Allowed General Unsecured Claim
that elects Option B will be paid its Pro Rata share of $4,000, on
the first Business Day of February, March, April, May, June and
July of each year after the Effective Date, which payments will
continue until the earlier of the date that: (i) all Allowed
General Unsecured Claims have been repaid in full; or (ii) Jan. 1,
2022.

Beginning on Feb. 1, 2022, and on the first (1st) Business Day of
each February, March, April, May, June, and July of each year
thereafter, each Holder of an Allowed General Unsecured Claim will
be paid its Pro Rata share of $5,000, which payments will continue
until the earlier of the date that: (i) all Allowed General
Unsecured Claims have been repaid in full; and (ii) the total
aggregate payments to Class 8 Claimants on account of their
Allowed Class 8 Claims equals $520,000.

On each of the distribution dates set forth above, all Creditors
with Allowed General Unsecured Claims that were not, on the
immediately preceding distribution date, Allowed Claims, will
receive a istribution of sufficient Cash to bring them into a Pro
Rata position vis-a-vis all other Creditors with Allowed General
Unsecured Claims.

          Equity Securities in JNI and Spartan Gaming

On the Substantial Consummation Date, all Class 11 Equity
Securities in JNI and all Class 12 Equity Securities in Spartan
Gaming will be cancelled.

A copy of the Third Amended Plan is available at:

       http://bankrupt.com/misc/jerry'snugget.doc524.pdf

            About Jerry's Nugget and Spartan Gaming

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

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

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

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

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


JERRY'S NUGGET: Court Continues Hearing on Trustee Bid to Nov. 6
----------------------------------------------------------------
On Sept. 23, 2013, the U.S. Bankruptcy Court for the District of
Nevada approved the stipulation by U.S. Bank, and Debtors Jerry's
Nugget, Inc., and Spartan Gaming LLC continuing the hearing
regarding USB's motion for the entry of an order appointing a
Trustee, or in the alternative, appointing an examiner, in the
Debtors' cases to Nov. 6, 2013, at 9:30 a.m.

            About Jerry's Nugget and Spartan Gaming

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

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

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

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

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


JOSEPH DELGRECO: DLA Piper Skirts $17MM Suit in 2nd Circuit
-----------------------------------------------------------
Law360 reported that the Second Circuit on Sept. 25 threw out a
$17 million malpractice suit over DLA Piper's handling of a
licensing and loan deal for a now-bankrupt furniture company,
affirming a lower court decision.

According to the report, a three-judge panel from the appeals
court said DLA Piper did not commit malpractice by failing to
ensure that furniture company Joseph DelGreco & Co. made a $767
interest payment to a Taiwanese supplier. DelGreco filed for
bankruptcy after the loan agreement and a linked deal to license
furniture designs broke down, the report related.

Based in New York, Joseph DelGreco & Company Inc. filed for
Chapter 11 Protection (Bankr. Case No. 09-16041) on Oct. 8, 2009.
Joel Martin Shafferman, Esq., at Shafferman & Feldman, LLP,
represents the company.  The Debtor estimated assets of less than
$50,000 and debts of between $1 million and $10 million.


JOURNAL REGISTER: Wants Exclusivity Period Extended to Dec. 30
--------------------------------------------------------------
Pulp Finish 1 Company, fka Journal Register Company, et al., filed
a fourth motion seeking extension of their plan filing exclusive
period.  The Debtors want their exclusive plan filing period
extended through Dec. 30, 2013, and their exclusive period for
acceptance of plan solicitation be extended through Feb. 28, 2014.

                     About Journal Register

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

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

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

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

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

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

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

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

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

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

On July 2, 2013, the Debtors filed a Joint Plan of Liquidation.
The Court approved adequacy of the Disclosure Statement on Aug.
29.  Voting deadline on the Plan is Oct. 1 at :00 p.m. ET.  The
hearing to consider confirmation of the Plan is currently
scheduled for Oct. 8.


K-V PHARMACEUTICAL: Silver Point Had 11% Equity Stake at Sept. 16
-----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Silver Point Capital, L.P., Edward A. Mule, and Robert
J. O'Shea disclosed that as of Sept. 16, 2013, they beneficially
owned 1,715,721 shares of common stock of K-V Pharmaceutical
Company representing 11 percent based on 15,625,000 shares
outstanding, as disclosed in the Company's Form 8-K filed on Sept.
5, 2013.  A copy of the regulatory filing is available for free at
http://is.gd/tnUOQ9

                       About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

K-V Pharmaceutical's plan of reorganization became effective on
Sept. 16, 2013.


KELOWNA PACIFIC: CN to Start Service on 75% of Rail Network
-----------------------------------------------------------
Canadian National Railway Company on Sept. 26 announced plans to
start freight service on approximately 75% of the rail network
operated by bankrupt short-line Kelowna Pacific Railway Ltd. in
southern British Columbia after reaching trustee, customer and
labor agreements that support resumption of operations.

KPR, which leased its network from CN in 1999, entered
receivership on July 5, 2013, and halted operations.  CN last week
reached mutually satisfactory agreements with the line's trustee
to take it out of the bankruptcy process, Tolko Industries Ltd.,
the main customer on the line, and the Teamsters Canada Rail
Conference and TCRC-Maintenance of Way Employees Division.  The
TCRC and TCRC-MWED represent approximately 35 locomotive
engineers, conductors and track maintenance workers employed by
the insolvent B.C. short-line railway.

Jim Vena, CN executive vice-president and chief operating officer,
said: "I'm pleased to say that the parties were able to come
together to assemble the right business and labor conditions to
justify the resumption of rail traffic on the major portion of the
KPR as well as a sizeable capital investment required to protect
rail service in the region.  We are targeting the resumption of
operations as soon as we can ensure the track is brought back to a
standard to ensure safe train operations."

CN will resume operations on 97 miles, or approximately 75%, of
the network KPR operated running from Campbell Creek, B.C.,
located approximately 10 miles east of Kamloops, to Vernon, Lumby
Junction and Lumby, B.C.

CN will discontinue track KPR operated between Lumby Junction and
Kelowna, B.C., because of insufficient freight traffic.  The 60-
day discontinuance process under the Canada Transportation Act was
set to start last week.

          About Canadian National Railway Company

CN is a true backbone of the economy, transporting approximately
C$250 billion worth of goods annually for a wide range of business
sectors, ranging from resource products to manufactured products
to consumer goods, across a rail network spanning Canada and mid-
America.  CN - Canadian National Railway Company, along with its
operating railway subsidiaries -- serves the cities and ports of
Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans,
and Mobile, Ala., and the metropolitan areas of Toronto, Edmonton,
Winnipeg, Calgary, Chicago, Memphis, Detroit, Duluth,
Minn./Superior, Wis., and Jackson, Miss., with connections to all
points in North America.

                  About Kelowna Pacific Railway

Kelowna Pacific Railway was a short-line railroad, formerly a
Canadian National Railway line, leased by Knighthawk Rail.


KEY ENERGY: S&P Revises Outlook to Stable & Affirms 'BB-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Houston-based Key Energy Services Inc. to stable from
positive.  At the same time, S&P affirmed its ratings on the
company, including the 'BB-' corporate credit rating.

The revised outlook reflects S&P's view that an upgrade over the
next 12 months is less likely than previously expected, primarily
reflecting Key's ongoing exposure to the highly volatile and
difficult onshore North American market.  Much of the exploration
and production (E&P) industry, Key's customer base, remains
zautious about capital spending levels over the next several
quarters because of protracted oversupply conditions, particularly
in North American markets.  Although S&P believes market
conditions in the oilfield services industry will remain sluggish
through the remainder of 2013, S&P believes industry conditions
will gradually improve in 2014 as market demand remains solid and
as oversupply is worked down next year, which should result in the
company maintaining solid credit measures during this time period.

"The stable outlook reflects our expectation for demand and
pricing for Key's businesses to gradually improve over the next 12
months and for credit protection measures to remain consistent
with our expectations at the current rating level, including
leverage close to the 3x area through the end of 2013," said
Standard & Poor's credit analyst Mark Salierno.

S&P would consider an upgrade if Key can continue to diversify
internationally and achieve scale and if market conditions
substantially improve in the difficult onshore North American
markets, such that Key could maintain leverage generally less than
3x and comfortably less than 3.75x during periods of weaker market
conditions.

Alternatively, S&P could consider a lower rating if market
conditions significantly decline such that Key's ability to
maintain solid financial measures is tested by either softening
market conditions or a more aggressive financial policy.  This
includes capital spending meaningfully in excess of operating cash
flow, causing debt leverage to exceed 4x without a near-term debt
reduction plan.  At current debt levels, S&P estimates that it
would take a greater than 25% fall from current EBITDA to approach
our downgrade trigger of 4x debt leverage.  One scenario under
which this could occur would be for gross margins to fall more
than 400 basis points from current levels as sales remain
relatively flat over the next one to two years.


KEYWELL LLC: Scrap Titanium Supplier Files for Quick Sale
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Keywell LLC, a supplier of scrap titanium and
stainless steel, filed a petition for Chapter 11 reorganization
(Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24 in Chicago to
sell most of the business to Cronimet Holdings Inc., unless a
better offer turns up at auction.

According to the report, Keywell has 9 processing and recycling
facilities that typically generated $330 million in annual revenue
from selling 140,000 tons of scrap a year.  For the first eight
months of 2013, sales of 73,000 tons of scrap generated revenue of
$142 million.  Financial problems resulted from "historic lows in
demand, volume and price," the Chicago-based company said in a
court filing.

The report notes that Keywell this year was forced to pay off
$30.3 million owing on a revolving credit with Bank of America NA,
as the result of default for failure to produce audited financial
statements for 2012.  The company now owes about $10.5 million on
credits that took on first-lien status when the revolving credit
was repaid.  In addition to liabilities secured by equipment and
machinery, Keywell owes $28 million to trade suppliers.

The report discloses that assets include $5.5 million cash, $5.3
million in accounts receivable and $16 million in book value of
property, plant and equipment.  Court papers filed so far don't
show how much Cronimet is offering to pay.


KSL MEDIA: Sec. 341(a) Meeting Scheduled for Oct. 8
---------------------------------------------------
Peter Anderson, U.S. Trustee for Region 16, will hold a meeting of
creditors of KSL Media, Inc., and its debtor affiliates pursuant
to Section 341(a) of the Bankruptcy Code on Oct. 8, 2013, at 1:00
p.m., at Room 105, at 21051 Warner Center Lane, in Woodland Hills,
California.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court Central District of
California (San Fernando Valley).

                           About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at LANDAU GOTTFRIED & BERGER, LLP, in Los Angeles,
California.  The Debtors' accountant is GROBSTEIN TEEPLE FINANCIAL
ADVISORY SERVICES LLP.  The Debtors listed estimated assets of
$10,000,001 to $50,000,000 and estimated debts of $50,000,001 to
$100,000,000.


KSL MEDIA: Employs Landau Gottfried as Bankruptcy Counsel
---------------------------------------------------------
KSL Media, Inc., et al., seek authority from U.S. Bankruptcy Court
Central District of California, San Fernando Valley Division, to
employ Landau Gottfried & Berger LLP, as general bankruptcy
counsel, effective as of Sept. 11, 2013.

The attorneys who will be primarily responsible for the
representation are Rodger M. Landau, Esq., to be paid $565 per
hour; Jon L.R. Dalberg, Esq., to be paid $530 per hour; Monica
Rieder, Esq., to be paid $440 per hour; and Robert G. Wilson,
Esq., at $530 per hour.  Where appropriate, LGB will utilize the
services of LGB lawyers, whose hourly rates range from $330 to
$565.  Law clerk and paralegal time is billed at $160 to $225 per
hour.

Mr. Landau, the managing partner of Landau Gottfried & Berger,
LLP, in Los Angeles, California, assures the Court that it is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Prior to the Petition Date, the
firm received multiple retainer deposits from the Debtors totaling
$875,000.  As of the Petition Date, the amount of the retainer
remaining in LGB's client trust account was $367,079.

                           About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at LANDAU GOTTFRIED & BERGER, LLP, in Los Angeles,
California.  The Debtors' accountant is GROBSTEIN TEEPLE FINANCIAL
ADVISORY SERVICES LLP.  The Debtors listed estimated assets of
$10,000,001 to $50,000,000 and estimated debts of $50,000,001 to
$100,000,000.


KSL MEDIA: Files Schedules of Assets and Liabilities
----------------------------------------------------
KSL Media, Inc., delivered to the U.S. Bankruptcy Court Central
District of California its schedules of assets and liabilities
disclosing the following:

                                            Assets     Liabilities
                                         -----------   -----------
A. Real Property                                  $0
B. Personal Property                      34,652,932
C. Property Claimed as Exempt                    N/A
D. Creditors Holding Secured Claims                             $0
E. Creditors Holding Unsecured
      Priority Claims                                       70,486
F. Creditors Holding Unsecured
      Nonpriority Claims                                64,875,738
                                         -----------   -----------
   Total                                 $34,652,932   $64,946,225

Full-text copies of the Schedules are available for free at:

         http://bankrupt.com/misc/KSLMEDIAsal0925.pdf

                           About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at LANDAU GOTTFRIED & BERGER, LLP, in Los Angeles,
California.  The Debtors' accountant is GROBSTEIN TEEPLE FINANCIAL
ADVISORY SERVICES LLP.  The Debtors listed estimated assets of
$10,000,001 to $50,000,000 and estimated debts of $50,000,001 to
$100,000,000.


KSL MEDIA: Files Amended List of Largest Unsecured Creditors
------------------------------------------------------------
KSL Media, Inc., and its debtor affiliates amended the list of
creditors holding the 20 largest unsecured claims according to the
Debtors' current books and records.  A full-text copy of the
Amended List, dated Sept. 25, 2013, is available for free at:

      http://bankrupt.com/misc/KSLMEDIAlist0925.pdf

                           About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at LANDAU GOTTFRIED & BERGER, LLP, in Los Angeles,
California.  The Debtors' accountant is GROBSTEIN TEEPLE FINANCIAL
ADVISORY SERVICES LLP.  The Debtors listed estimated assets of
$10,000,001 to $50,000,000 and estimated debts of $50,000,001 to
$100,000,000.


LAGUNA BRISAS: Hearing on CW Capital Claim Continued Until Nov. 8
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until Nov. 8, 2013, at 10 a.m., the hearing to consider
disallowing portions of claim of CW Capital Asset Management
against Laguna Brisas, LLC.

In a separate docket entry, at the hearing, the Court will also
consider the motion to use cash collateral to pay allowed fees of
special counsel.

                        About Laguna Beach

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LAGUNA BRISAS: Plan Outline Hearing Continued Until Nov. 8
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until Nov. 8, 2013, at 10 a.m., the hearing to consider
the adequacy of information in the Third Amended Disclosure
Statement describing Laguna Brisas LLC's Third Amended Chapter 11
Plan.

As reported in the Troubled Company Reporter on July 17, 2013, the
Debtor filed on July 12, 2013, a Third Amended (Blacklined)
Disclosure Statement describing the Debtor's Third Amended
Chapter 11 Plan.

The Debtor will fund the Plan from the income it receives from the
operation of the Hotel.  The management of the Debtor will
continue to be Andy Kim, as it was prior to the appointment of the
Receiver upon turnover of the Debtor's to the Debtor by the
Receiver by the Effective Date.  The Debtor, through the
management company, Matrix Hospital Group LLC, will act as the
disbursing agent for the purpose of making the distributions
provided for under the Plan.

Under the Third Amended Plan, unless the Court rules otherwise to
the Debtor's objection to allowance of Wells Fargo Bank's Class 1
claim, the Debtor will reinstate the loan by curing any arrears
after applying all post-petition payments received by this
claimholder with equal monthly payments starting on the Effective
Date and continuing through May 1, 2016, plus make all remaining
payments pursuant to the loan documents including the final payoff
on May 1, 2016, plus make all remaining payments pursuant to the
loan documents including the final payoff on May 1, 2016.

Unsecured Claims in Class 5A, with a total claims amount of
$260,000, will be paid in full over 34 months from the Effective
Date without interest unless this Class does not vote in favor of
the confirmation of the Plan, in which case it will receive
interest but be paid over the earlier of 120 months after the
Effective Date or the months required to satisfy all these claims
in full.

Unsecured Claims, convenience class, with a total claim amount of
$21,000 will be paid in full on the Effective Date.

The Debtor's owners will retain their ownership interest in the
Debtor.

A copy of the Third Amended (Blacklined) Disclosure Statement is
available at http://bankrupt.com/misc/lagunabrisas.doc404.pdf

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LAGUNA BRISAS: Receiver May Use Cash Collateral Until Oct. 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation authorizing Byron Chapman, the receiver for
Laguna Brisas, LLC, to use of cash collateral for limited purpose
until Oct. 31, 2013.

As reported in the Troubled Company Reporter on Sept. 12, 2013,
the receiver may use up to $50,000 in cash collateral for
purchasing and installing new, flat-screed televisions as required
by Best Western International, Inc., which the Debtor is a member.

On Aug. 29, the Debtor provided the receiver with an opportunity
to purchase televisions that the Debtor assets would comply with
the BW rules as a cost savings of approximately $10,000, and would
remain compliant with the BW rules for seven years.

Wells Fargo Bank, N.A., Mehrdad Elie, Kay Nam Kim and the receiver
consent to use of cash collateral to purchase and install new,
commercial grade televisions.

Pursuant to the stipulation, all of the terms and conditions set
forth in the second interim stipulation and the cash collateral
budget attached to the eighth interim stipulation will continue to
remain in full force and effect.

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LAGUNA BRISAS: Taps CBRE Inc. as Real Estate Professionals
----------------------------------------------------------
Laguna Brisas, LLC, in an amended application, asks the U.S.
Bankruptcy Court for the Central District of California approve
employment of real estate professionals, Rod Apodaca and Bob
Kaplan of CBRE, Inc., regarding the sale of real property of the
estate -- 1600 South Coast Highway, Laguna Beach, California.

CBRE seeks compensation in the form of a real estate commission,
under the terms of a purchase agreement regarding the property, an
agreement that provides for a commission of 2% of the purchase
price to be paid to the professional upon close of excrow for the
transaction.

The Debtor reserves the right to refinance or restructure the debt
secured by the hotel, in which case CBRE requires a break up fee
of $50,000.

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy"
Kim -- represents the Debtor as special counsel.

The Debtor disclosed $15,097,815 in assets and $13,982,664 in
liabilities.  The petition was signed by Dae In "Andy" Kim,
managing member.

The Debtor has filed a Plan to be funded from income the Debtor
receives from the operation of the Hotel.  The management of the
Debtor will continue to be Andy Kim, as it was prior to the
appointment of the Receiver.  By the effective date of the Plan,
the Receiver will turn over the Debtor's assets to the Debtor.
The Debtor, through the management company, Matrix Hospital Group
LLC, will act as the disbursing agent for the purpose of making
the distributions provided for under the Plan.

Creditor Wells Fargo Bank, N.A., is represented by Hamid R.
Rafatjoo, Esq., at Venable LLP, as counsel.


LANDAUER HEALTHCARE: Unsecureds Settle with Company, Quadrant
-------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
unsecured creditors of home medical supply company Landauer
Metropolitan Inc. are backing the company's bankruptcy sale to
Quadrant Management Inc. after they reached a deal with the
company and its proposed buyer that would pay the unsecured
creditors $2.5 million.

               About Landauer Healthcare Holdings

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer estimated assets and debt of at least $50 million.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.

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


LAUSELL INC: Addresses Reyes Family's Plan Confirmation Concerns
----------------------------------------------------------------
Lausell Inc., replied to the objection filed by Carmen Ana Reyes,
Ligia Catalina Reyes and Ernesto Reyes (the Reyes Family) to the
confirmation of the Debtor's Plan.

The Reyes Family, in their objection, stated that, among other
things:

   a) the Debtor impermissibly allows some equally placed
      equity holders to receive or retain some value in the
      going concern of the business without allowing equity
      holders the right to vote to accept or reject the Plan;

   b) the Debtor's Plan attempts to impermissibly gerrymander
      a consensual plan as to avoid an absolute Priority Rule
      analysis;

   c) the Plan seeks to sell substantially all of the Debtor's
      assets to insiders without any marketing; and

   d) the Plan continues to seek the release or discharge of
      third parties.

The Debtor, through Charles A. Cuprill-Hernandez, Esq. at Charles
A. Cuprill, P.S.C., in its reply, explained that, among other
things:

   1. the Plan does not discriminate against equally situated
      equity holders;

   2. the Debtor has not engaged in gerrymandering, the Debtor
      simply negotiated with the banks only in order that they
      can vote their unsecured claim without any dividend so as
      to maximize the payoff to the remaining unsecured creditors;

   3. there is no prohibition against a private sale or against a
      sale to insiders; and

   4. As set forth in the Debtor's supplement to First Amended
      Plan, the release by holders of claims and equity interests
      originally contained in Article IX, Section 9.6(b) of the
      Plan was modified to limit its scope to the permissible
      releases of the Bankruptcy Code within the scope of
      Section 1141 of the Bankruptcy Code, excluding therefrom
      what could be considered third party releases.

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.

On Aug. 23, the Court approved the Disclosure Statement, allowing
the Debtor to begin solicitation of Plan votes.  Lausell Inc.'s
Disclosure Statement dated June 3, 2013, reveals that holders of
allowed general unsecured claims (Class 6) in Lausell Inc. are
impaired and will recover 2% of their claim amount.  Payment of
the Class 6 Claims will come from the $50,000 carve-out to be
reserved from the proceeds of the sale of the Debtor's assets to
La Re.  La Re, as Purchaser, will provide a Cash payment to fund
the Plan sufficient to (i) settle in full the secured claims of
First Bank Puerto Rico and Citibank, N.A., for $5,600,000, in
Cash; (ii) and will assume certain of Debtor's debts for
$3,080,489, including the claim of Puerto Rico Industrial
Development Co. (Class 2).


LAUSELL INC: Court Approves Cash Collateral Access Until Oct. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico approved
a stipulation authorizing Lausell Inc.'s use of cash collateral in
the amount of $2,987,018 until Oct. 15, 2013, to ensure a
continued and ongoing operation.

The stipulation, entered among the Debtor and Firstbank Puerto
Rico, as lender and administrative agent for the syndicated loan
issued to the Debtor in conjunction with Citibank N.A., provides
that the banks consent to the limited use of cash collateral.

Firstbank Puerto Rico and Citibank, N.A. are the Debtor's main
secured creditors.  The banks are owed approximately $12,557,592
plus accrued interest and late charges.

As adequate protection from any diminution in value of the banks'
collateral, the Debtor will grant the banks replacement liens in
all assets and collateral acquired by the Debtor on or after the
Petition Date, a superpriority administrative expense claim
status.  The debtor will make interest payments of $1,034 to cover
interest becoming due during the term of stipulation.

As additional adequate protection, upon the consummation of any
sale of substantially all or any of the Debtor's assets, the
proceeds of the sale will be paid immediately and indefeasibly to
the Bank for their benefit at the closing of the sale in that
amount up to the outstanding balance of the loans, plus any
interest or charges that may have accrued.

According to the parties, no carve outs for the U.S. Trustee fees
or professional fees are contemplated.

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.

On Aug. 23, the Court approved the Disclosure Statement, allowing
the Debtor to begin solicitation of Plan votes.  Lausell Inc.'s
Disclosure Statement dated June 3, 2013, reveals that holders of
allowed general unsecured claims (Class 6) in Lausell Inc. are
impaired and will recover 2% of their claim amount.  Payment of
the Class 6 Claims will come from the $50,000 carve-out to be
reserved from the proceeds of the sale of the Debtor's assets to
La Re.  La Re, as Purchaser, will provide a Cash payment to fund
the Plan sufficient to (i) settle in full the secured claims of
First Bank Puerto Rico and Citibank, N.A., for $5,600,000, in
Cash; (ii) and will assume certain of Debtor's debts for
$3,080,489, including the claim of Puerto Rico Industrial
Development Co. (Class 2).


LCI HOLDING: Court Extends Exclusive Plan Filing Pd. Thru Feb. 28
-----------------------------------------------------------------
The Honorable Kevin Gross granted the request of ICL Holding
Company, Inc., f/k/a LCI Holding Company, Inc., and its debtor
affiliates for an extension of their exclusive plan filing period
through Feb. 28, 2014, and a corresponding extension of their
exclusive right to solicit acceptance of that plan through April
29, 2014.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

The Debtors are represented by Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware;
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N.
Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois.  Rothschild Inc. is the financial advisor.
Huron Management Services LLC will provide the Debtors an interim
chief financial officer and certain additional personnel; and (ii)
designate Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LDK SOLAR: Has Forbearance with Noteholders Until Oct. 27
---------------------------------------------------------
LDK Solar Co., Ltd., has entered into a 30-day forbearance
arrangement with holders of a majority of the aggregate principal
amount of its US$-Settled 10 Percent Senior Notes due 2014.  The
forbearance arrangement, which expires on Oct. 27, 2013, relates
to the interest payment due under the Notes on Aug. 28, 2013.
That interest payment remains unpaid.  LDK Solar is hopeful that
the forbearance arrangement is the first step in achieving a
consensual solution to its obligations under the Notes.  It is LDK
Solar's intention to find a consensual solution as soon as
possible.

As reported previously, LDK Solar has engaged Jefferies LLC as a
financial advisor for strategic advice in connection with the
Notes and LDK Solar's other offshore obligations.  Holders of LDK
Solar's offshore debt obligations may contact Augusto King at
aking@Jefferies.com, or Steven Strom at sstrom@Jefferies.com,
Lyndon Norley at lyndon.norley@Jefferies.com, or Richard Klein at
rklein@Jefferies.com with any questions.

Sidley Austin is acting as counsel to LDK Solar, led by Thomas
Albrecht at talbrecht@sidley.com, and Timothy Li at
htli@sidley.com.  LDK Solar understands that Ropes & Gray LLP is
acting as counsel to a group of noteholders, led by Daniel
Anderson (daniel.anderson@ropesgray.com) and Paul Boltz
(paul.boltz@ropesgray.com).

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  The Company's balance sheet at
June 30, 2013, showed US$4.37 billion in total assets, US$4.79
billion in total liabilities, US$382.84 million in redeemable non-
controlling interests, and a US$794.58 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEHMAN BROTHERS: To Distribute $11.4BB to Creditors on Oct. 3
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. discloses details of
the fourth distribution of $11.4 billion to be made on Oct. 3 to
creditors with approved claims under the Chapter 11 plan
implemented in March 2012.

According to the report, for senior unsecured creditors of the
Lehman holding company, the October distribution will be 5.74
percent, bringing the total recovery so far to 20.22 percent.
General unsecured creditors of the holding company will have
received 19.26 percent, given the 5.37 percent to be handed out in
October.

The report notes that for general unsecured creditors of Lehman
Commercial Paper Inc., the next distribution is 9.96 percent,
raising their total recovery to 49.96 percent.  At Lehman Brothers
Special Financing Inc., general unsecured creditors will have
received 27.77 percent after the 3.19 percent October
distribution.  The fifth distribution will occur in early April,
Lehman said.

The report relates that the original distribution to general
unsecured creditors of the holding company was 5.66 percent in
April 2012.  Later distributions are made possible by liquidation
of additional assets and resolution of disputed claims allowing
cash to be released from reserves.  The October distribution
includes $276 million in catch-up payments to creditors whose
claims were resolved.

The report relays that distributions aren't made to creditors with
claims in dispute.  Instead, money is held in reserve in the event
the claim is later approved.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIBERACE FOUNDATION: Hearing on Plan Outline Reset Until Oct. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada rescheduled
to Oct. 30, 2013, at 9:30 a.m., the hearing to consider the
adequacy of information in the Disclosure Statement explaining
Liberace Foundation For The Creative and Performing Arts'
Liquidating Plan of Reorganization.

The hearing on the Debtor's objection to Claim No. 2 filed by
CWCapital Asset will also be continued to Oct. 30.

In this relation, the Debtor entered into a stipulation with
creditor US Bank, National Association, as trustee, successor-in-
interest to Bank of America, NA, as trustee, successor-by-merger
to LaSalle Bank National Association, as trustee, for the
Registered Holders of Bear Stearns Commercial Mortgage Securities,
Commercial Mortgage CWCapital Asset Management LLC, solely in its
capacity as special servicer, rescheduling the Sept. 25 hearing
for 30 days or as soon as the matter can be heard.

As reported by the Troubled Company Reporter on Aug. 19, 2013, the
Plan provides that on May 10, the Debtor received Court
authorization to sell its property located at 1775 East Tropicana
Avenue, Las Vegas, Nevada.  Shortly thereafter the Debtor sold the
property for the purchase price of $2,300,000.

The undisputed portion of the Disputed Claim of US Bank in Class 1
was paid out of the Property sale proceeds upon closing.  The
disputed portion will be paid out of the remaining Property sale
proceeds pursuant to the agreement of the parties or a court order
determining the Allowed amount of the disputed portion.

The total estimated amount of the General Unsecured Claims in
Class 2 asserted against the Debtor is $38,655.25.  Class 2 Claims
will be paid in full in Cash, from the funds held in the Debtor's
Nevada Trust account, on the Effective Date.

The Liberace Revocable Trust, the Equity Interest Holder in Class
3 will be retaining its equity interests, and thus, is unimpaired
by the Plan.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/liberacefoundation.doc134.pdf

Nedda Ghandi, Esq., at Ghandi Law Offices, in Las Vegas, Nevada,
represents the Debtor.  Hamid R. Rafatjoo, Esq., at Venable LLP,
in Los Angeles, California, and Jon T. Pearson, Esq., at Ballad
Spahr LLP, in Las Vegas, Nevada, represent U.S. Bank.

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  Brownstein
Hyatt Farber Schreck, LLP serves as special counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LILY GROUP: Coal Mine Developer Files in Indiana
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lily Group Inc., the developer of an open-pit coal
mine in Green County, Indiana, filed a petition for Chapter 11
reorganization (Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in
Terre Haute, listing assets and debt both exceeding $10 million.

According to the report, the company has mineral rights on 2,800
acres, according to its website.  Lily said it has all necessary
permits.  The primary lender is Platinum Partners Credit
Opportunities Master Fund LP.

The report notes that to finance the reorganization, Lily arranged
a $2.5 million credit with Reich Brothers LLC.


LONE PINE: Files Prepack in Canada, Chapter 15 in U.S.
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lone Pine Resources Inc., an independent oil and gas
exploration and production company, filed a petition for
bankruptcy reorganization in Alberta on Sept. 15 and
simultaneously submitted a petition in Delaware for protection
from creditors in the U.S. under Chapter 15.

According to the report, Calgary-based Lone Pine worked out an
agreement before bankruptcy with holders of 75 percent of the $195
million in senior notes.  Assuming the arrangement comes to
fruition, noteholders will get 100 percent ownership of the new
common stock in a plan under Canada's Companies' Creditors
Arrangement Act.  The existing $180 million secured bank credit
would be repaid in full with proceeds from a new asset-backed
loan.

The report notes that the reorganized company is to be
additionally financed with $100 million in preferred stock to be
bought by some of the noteholders.  The preferred stock would be
convertible into 75 percent of the common equity.  Lone Pine
defaulted on the senior notes by missing a payment in August.  The
10.375 percent senior unsecured notes last traded on Sept. 24 for
52 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The notes sold for 85 cents on June 3.

The report relates that although the company's operations are
entirely within Canada, there are some assets in the U.S., thus
necessitating a Chapter 15 filing.  Unlike Chapter 11
reorganizations, Chapter 15 relief isn't automatic.  Lone Pine
therefore filed papers so the U.S. judge can temporarily halt
creditor actions.  Assuming the judge eventually rules that Canada
is home to the so-called foreign main bankruptcy proceeding,
creditor suits and actions will be halted permanently.

The report relays that eventually, securing Chapter 15 relief
means the Canadian court will review and approve a reorganization
plan and distributions to creditors.  Disputes must be hashed out
in the court in Alberta.  The U.S. court can assist the Canadian
court.  Lone Pine had an initial public stock offering at $13 a
share in May 2011, raising $195 million.  The stock lost 3.5
percent in the first day's trading, never to surpass the offering
price.

The case is In re Lone Pine Resources Inc., 13-bk-12487, U.S.
Bankruptcy Court, District of Delaware (Wilmington).

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.


LONGVIEW POWER: Working on Balance Sheet Fix as Cash Fight Looms
----------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Longview Power LLC is plowing ahead with plans to fix its plant
and its balance sheet as it prepares to battle contractors over
cash, Kirkland & Ellis LLP's Ray Schrock told a bankruptcy judge
on Sept. 25.

"The company greatly needed the breathing spell afforded by
Chapter 11," Mr. Schrock said at a hearing before Judge Brendan
Shannon, who is overseeing the West Virginia power plant's Chapter
11 proceeding, the report related.

According to the report, the Aug. 30 bankruptcy petition froze
action against Longview involving a fight over who's to blame for
the plant's operational troubles.

Talks with secured lenders have begun, and the company last week
recovered from the latest in the series of unplanned outages that
have plagued the operation, Mr. Schrock said, the report further
related.

Once the boiler tube leaks are repaired, "after that it's a simple
-- or maybe not so simple -- matter of fixing the balance sheet,"
Mr. Schrock said, the report added.

                        About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

The company has engaged Lazard Ltd as its investment banker and
Alvarez & Marsal North America LLC as its restructuring advisor.
Longview is represented by Kirkland & Ellis LLP, as primary
restructuring counsel, and Dentons US LLP for all issues related
to company's pending arbitration proceedings.


MARKET STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Market Street Vagabond Inc.
        740 E Wilson Ave
        Glendale, CA 91206
        Los Angeles, CA

Case No.: 13-33883

Chapter 11 Petition Date: September 27, 2013

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

Judge: Barry Russell

Debtor's Counsel: Mark J Leonardo
                  Law Office of Mark J Leonardo
                  25019 Pacific Coast Highway
                  Malibu, CA 90265
                  Tel: 310-456-7373

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,001 to to $1 million

The petition was signed by Saad Zaman, president.

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


MAXCOM TELECOMUNICACIONES: 44.7% of A Shares Validly Tendered
-------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., announced that the
simultaneous U.S. and Mexican tender offers by Banco Invex S.A.,
Institucion de Banca Multiple, Invex Grupo Financiero, a banking
institution organized and existing under the laws of the United
Mexican States, as Trustee for the Trust 1387 on behalf of Ventura
Capital Privado, S.A. de C.V., to purchase for cash all of
Maxcom's outstanding Series A common stock, including those shares
represented by ordinary participation certificates and American
Depositary Shares, expired at 12:00 midnight, New York City time
on Thursday, Sept. 26, 2013.  Based on the preliminary count by
the depositaries for the tender offers, Securities representing
approximately 353,129,264 shares of Maxcom's Series A common
stock, or approximately 44.69 percent of the total outstanding and
subject to the Offers Series A Common Stock (including 20,181
ADSs) were tendered prior to the expiration.  The Purchaser has
informed Maxcom that all conditions to the tender offers have been
satisfied and the Purchasers have accepted for payment all
Securities validly tendered and not withdrawn prior to the
expiration of the tender offers.

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No.
13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MCS AMS: S&P Assigns Preliminary 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Plano, Texas-based MCS AMS Sub-Holdings
LLC.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue rating to
MCS AMS Sub-Holdings' senior secured credit facilities, which
include a $20 million revolver due 2018 and a $340 million term
loan due 2019. The preliminary recovery rating is '3', which
indicates S&P's expectation of a meaningful recovery (50% to 70%)
for creditors in the event of a payment default or bankruptcy.

"The preliminary ratings on MCS AMS reflect our assessment of its
narrow business focus within a niche industry and customer
concentration," said Standard & Poor's credit analyst Michael
Audino.  "In addition, it competes in a sector with low barriers
to entry, given the low level of capital expenditure requirements,
and weak industry fundamentals brought about by declining
foreclosure activity.  The company also has a small customer base
and a limited ability to meaningfully diversify, given the
concentrated nature of the mortgage industry."

The preliminary ratings also reflect Standard & Poor's view that
the company's financial risk profile will remain "aggressive" for
the next two years, based primarily on weak credit ratios and
S&P's view its financial policy will be aggressive and that
liquidity will remain "adequate."

The stable outlook reflects S&P's view that MCS AMS should be able
to maintain credit measures near current pro forma levels over the
next year, despite weak conditions in the mortgage field services
industry.  "We believe the company's good market position, ability
to win new business from new and existing customers, and cost
savings opportunities will partially offset the industry
conditions," said Mr. Audino.


MEDICINE HAT: Enters Receivership, Owes $475K to Creditors
----------------------------------------------------------
Alex Mccuaig at Medicine Hat News reports that the Medicine Hat
Coast Hotel is in receivership following the insolvency of the
three numbered companies which owned the hotel.

According to the report, the hotel's 2013 city tax assessment
valued the business at $2.9 million.

The report notes that of the six secured creditors for the hotel's
assets, only Jaycap Financial's US$4.7 million is currently
listed, with unknown secured amounts owing to BMW Canada,
Mercedes-Benz Financial, Resmor Trust, Royal Bank, Company Capital
and Canada Revenue.

The report relates that the City of Medicine Hat is the largest
unsecured creditor with more than US$214,000 owed in back taxes
(believed to date back to 2012) and utilities.

Medicine Hat News discloses that the hotel has a total of more
than US$475,000 owed to unsecured creditors.


MERCANTILE BANCORP: Ex-Execs Settle SEC Claims Surrounding Loss
---------------------------------------------------------------
Law360 reported that bankrupt Mercantile Bancorp Inc. and two of
its former executives on Sept. 24 settled charges made by the U.S.
Securities and Exchange Commission that they withheld a $5 million
probable loan loss and misrepresented the company's financials in
2010.

According to the report, the Illinois-based bank holding company's
former CEO Ted Awerkamp and Chief Financial Officer Michael
McGrath allegedly failed to disclose losses that stemmed from a
borrower in a shared national credit loan that was unable to
contribute the necessary funding for a large residential real
estate development.

The case is United States Securities and Exchange Commission v.
Mercantile Bancorp, Inc. et al., Case No. 3:13-cv-03341 (C.D.
Ill.) before Judge Richard Mills.  The case was filed on Sept. 24,
2013.

                      About Mercantile Bancorp

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

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

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

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

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

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


MOROCO VENTURES: 5th Cir. Affirms Judgment in Martin v. Grehn
-------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the
district court's grant of summary judgment in favor of Charles
Grehn, Reliant Financial Incorporated, Edward Bravenec, the law
office of McKnight and Bravenec, and 1216 West Avenue Incorporated
concerning property Rowland Martin lost during his bankruptcy
proceedings.

In December 2005, Mr. Martin filed for Chapter 13 protection,
listing a property at 1216 West Avenue in San Antonio, TX, as an
asset.  Several months later, Mr. Martin filed for Chapter 11
bankruptcy for his wholly-owned company, Moroco Ventures, L.L.C.
He listed the West Avenue property again on his schedule of
assets.

The property was subject to liens.  One of those liens was a
mortgage note that the original grantees assigned to Reliant
Financial, Inc. in 2004. In May 2004, Reliant transferred this
note on a servicing-retained basis to Bernhardt Properties I, Ltd.
This transfer was recorded in the real property records of Bexar
County, TX, that July.  Meanwhile, Reliant authorized Aegis
Mortgage Corporation as its subservicing agent to take all
necessary actions to collect payments on the loan.

The law firm of McKnight and Bravenec, attorneys to Mr. Martin,
held another lien on the property for unpaid legal fees.  Mr.
Martin took out this second lien in May 2005.  By December of that
year, loan collection efforts failed and Mr. Martin and Moroco
filed for bankruptcy.

Aegis filed a motion to lift the automatic bankruptcy stay in May
2006.  A hearing was held on Aegis's unopposed motion and the stay
was lifted.  Aegis and Mr. Martin entered into an agreement on
July 31, 2006 for Mr. Martin to resume payments on the mortgage.
Aegis filed a notice of stay termination asserting that Mr. Martin
had "failed to tender the August 1, 2006 post-petition payment."
The stay was lifted.

At this point, the law firm of McKnight and Bravenec filed suit to
stop Aegis's foreclosure.  They asserted that the parties had
entered into an agreement allowing them to purchase the first
mortgage.  They paid off the first lien, and foreclosed on the
property on Oct. 3, 2006.  Ten days later, Mr. Martin filed a
third party petition against both the Bravenec firm and Reliant
for wrongful foreclosure.  On October 30, 2006, the Bexar County
district court denied Mr. Martin's application for a temporary
restraining order and injunction and held that the foreclosure
sale was valid on October 30, 2006.  The court proceedings, both
state and federal, were dismissed.  Mr. Martin did not appeal.

Over four years later, on Oct. 4, 2010, Mr. Martin filed suit in
federal district court against Reliant (and Charles Grehn, its
owner) and Edward Bravenec (as well as his law office, and a
company of his called 1216 West Ave, Inc.) with a laundry list of
claims making the same basic point: the sale was wrong and the
property should be returned to him.  Specifically, Mr. Martin
alleged that the defendants: 1) committed fraud, 2) breached a
fiduciary duty, 3) violated the Fair Debt Collection Practices Act
("FDCPA") and "federal common law wrongful appropriation," 4)
violated due process under 42 U.S.C. Sec. 1983, 5) violated the
Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C Sec.
1961 ("RICO") (originally couched as violations of the Clayton and
the Sherman Acts), and 6) negligently inflicted emotional
distress.

They did so, Mr. Martin contended, in the following manner: 1)
Reliant's agent defrauded him and the bankruptcy court by
pretending to be a creditor with standing to enforce the lien note
when Reliant had no such standing; 2) Mr. Martin's former lawyers
tricked him into signing a second mortgage to pay off his debts to
them in violation of their fiduciary duties; 3) Reliant made false
representations concerning the legal status of his debt by
pretending to have standing in violation of the FDCPA; 4) the
defendants "avail[ed]" themselves of a "quid pro quo relationship"
that lawyer McKnight had with the bankruptcy court judge to
somehow hide the fact that a suit in trespass to try title had
been filed by the law firm against Reliant; 5) the defendants
engaged in a conspiracy to collect unlawful debts in violation of
RICO; and 6) these actions left Mr. Martin "sorely grieved" at the
loss of his "homestead" such that he "suffered mental anguish and
emotional distress."

After a series of motions, the district court granted summary
judgment for the defendants and against Mr. Martin on all claims.
Mr. Martin appealed.

The case is, ROWLAND J. MARTIN, JR., Successor in Interest to
Moroco Ventures L.L.C., Plaintiff-Appellant, v. CHARLES GREHN;
RELIANT FINANCIAL INCORPORATED; EDWARD BRAVENEC, Esq.; THE LAW
OFFICE OF McKNIGHT AND BRAVENEC; 1216 WEST AVENUE INCORPORATED,
Defendants-Appellees, No. 13-50070 (5th Cir.).  A copy of the
Fifth Circuit's Sept. 25, 2013 decision is available at
http://is.gd/ipQ8uKfrom Leagle.com.


MSD PERFORMANCE: Committee Objects to Cash Collateral Motion
------------------------------------------------------------
The Official Committee of Unsecured Creditors of debtors MSD
Performance, Inc., et al., objects to the motion of the Debtors
for authorization to use cash collateral of the prepetition
lenders to enable the Debtors to fund operations and to pay for
expenses identified in a budget.

According to the Committee, such proposed expenses in the Budget
include, but are not limited to, adequate protection payments of
the full debt service to the prepetition lenders and uncapped
attorney's fees for the successor agent, employee payroll and
other benefits, commissions, taxes, expenses related to the
Debtors' business operations, and capped fees related to the
Debtors' restructuring costs.

The Committee explains that it is not opposed in principle to the
Debtor's request for use of cash collateral.  It points out,
however, certain provisions of the interim order are unduly
prejudicial to the interest of unsecured creditors and therefore,
must be stricken or modified.  Moreover, the Committee says the
Prepetition Lenders have not provided a reasonable basis for the
court to grant the terms and protections sought in the Motion.

Specifically, among others, the Committee says:

  * The prepetition lenders' interest in the cash collateral is
adequately protected by the Debtors granting them a replacement
lien on prepetition collateral in which the Prepetition Lenders
hold valid, perfected and unavoidable liens.  To grant anything
more will only enhance the possibly "undersecured" Prepetition
Lenders' position at the expense of the estates and the unsecured
creditors, placing the Prepetition Lenders in an enhanced position
of control over all of the assets and the estates in the context
of any subsequent sale.

  * The proposed Objection Deadline of 60 days from the formation
of the Committee is insufficient for the Committee and its
professionals to properly investigate liens, and any estate
actions or claims under the Bankruptcy Code or applicable non-
bankruptcy law.  Moreover, the Committee says the Debtors have not
yet filed their Schedules of Assets and Liabilities and Statements
of Financial Affairs, nor has the Committee received a full set of
all Prepetition documents, such that the Committee has no way of
knowing the extent of the Debtors' assets or alleged secured
liabilities.

  * Further improperly limiting the Committee's exercise of its
fiduciary duties, the Interim Order caps the Committee's
professionals' fees to investigate Prepetition Lender claims and
liens at $25,000.  The Committee requests that the Final Order
provide for the allocation of at least $65,000 towards the
investigation of the nature, extent, validity, perfection, and
enforceability of the Prepetition Lenders' Prepetition Liens, as
well as the Prepetition Lenders conduct.

  * The Interim Order limits the Committee's ability to assert any
Objection by first requiring the Committee to obtain an order
granting it standing to assert such an Objection within sixty (60)
days of its formation.  The Committee submits that section 11.1 of
the Interim Order be amended in the Final Order to grant the
Committee automatic standing to file a complaint challenging the
Prepetition Lenders' liens and/or obligations owed thereto.

  * There is insufficient carve out for the fees and expenses of
the professionals retained by the Committee.  The Committee
objects to the Final Order unless and until the effective "cap" on
Committee professional fees is removed and the amount of fees
budgeted for the Committee's professionals are increased to a
level commensurate with the likely scope of work required in these
cases.

  * Paragraph 11.5 of the Interim Order provides a broad release
in favor of the Prepetition Lenders and the Successor Agent as
well as certain unidentified third parties.  The Committee says
that: (i) the scope of the release encompasses unidentified third
parties, (ii) such broad third party releases are appropriate in
the context of a plan of reorganization; not at the outset of a
case, and (iii) the scope of the release appears to give the
Prepetition Lenders and the Successor Agent a release in
capacities other than as "agent" and "lender."   Even if a release
could be granted outside of a plan, according to the Committee,
there is no showing that the Prepetition Lenders and the Successor
Agent have met the high standards for granting such a release
under applicable Third Circuit Law.

  * Paragraphs 2 and 3.1 of the Interim Order reserve unto the
Debtors and the Prepetition Lenders the sole authority to extend
the Budget time period covering the use of Cash Collateral and
allows amendments to the Budget without further Order of this
Court or consent of the Committee.  The Committee should be
included in this process and absent agreement, the Court should
rule on any further extensions of Cash Collateral.

Accordingly, absent the modifications the Committee is seeking in
its objection, the Court must deny the Motion on a final basis.

About MSD Performance

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

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

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


MSD PERFORMANCE: Original Par Lenders Want Exclusivity Terminated
-----------------------------------------------------------------
Madison Capital Funding LLC, Golub Capital Partners IV, L.P.,
Golub Capital Partners V, L.P., Golub Capital Partners VI, L.P.,
Golub Capital Partners 2007-2 Ltd., Golub International Loan Ltd.
I, OFSI Fund III, Ltd., and CIFC Funding 2006-I, Ltd.
(collectively, the "Original Par Lenders"), ask the U.S.
Bankruptcy Court for the District of Delaware to terminate MSD
Performance, Inc., et al.'s exclusivity period.

According to the Original Par Lenders, the Debtors have
refused to pursue a reorganization, and instead have designed a
sale path that will fail to maximize the value of the Original Par
Lenders' secured claims and will preclude confirmation of a
Chapter 11 plan due to resulting administrative insolvency.

If this relief is granted, the Original Par Lenders say they
intend to file and pursue a plan of reorganization that will be in
the best interest of the stakeholders.

The Original Par Lenders hold 41% of the outstanding debt under
the Senior Prepetition Facility.

Holders of the majority of the debt under the Senior Prepetition
Facility, affiliate entities Z Capital MSD, L.L.C., and Z Capital
Special Situations Fund II, L.P. (collectively, "Z Capital") hold
59% of the outstanding debt under the Senior Prepetition Facility.

Z Capital was not an original Senior Lender, but became a Senior
Lender when it began purchasing outstanding debt under the Senior
Prepetition Facility.

About MSD Performance

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

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

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


MSD PERFORMANCE: Committee Balks at Proposed Bid Procedures
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of MSD Performance,
Inc., et al., objects to the approval of the proposed bidding
procedures relating to the sale of substantially all of the
Debtors' assets.

The Committee says that in general, it is supportive of any sale
process that maximizes value for the Debtors' unsecured creditors.
However, according to the Committee, the proposed, open-ended sale
process provides little, if any, assurance that the value created
by an Asset Sale will inure to the benefit of the Committee's
constituency.

"The Debtors do not have a stalking horse to establish a floor
price and negotiated terms for the contemplated transaction.
Compounding these concerns, the Debtors expect significant
administrative tax liability upon the closing of the Asset Sale
that likely will render these estates administratively insolvent,
will deeply subordinate unsecured claims and mandate immediate
conversion to Chapter 7.

Additionally, according to the Committee, even if the fairness of
the process is improved so that it is clear that the sale can
provide benefits to unsecured creditors, the Bid Procedures and
the proposed APA must be modified to incorporate several key
changes including, requiring Potential Bidders to specify the
amount of unsecured obligations they will assume in order to be a
Qualified Bidder, and alternatively, permitting the Debtors to
propose and support a plan of reorganization.

The Committee relates that it is also willing to agree to a one
week adjournment of the hearing on approval of Bid Procedures in
order to enable a further resolution of the Committee's issues.

                          Bid Procedures

As reported in the TCR on Sept 18, 2013, the Debtors seek
authority from the Court to sell substantially all of their assets
and approve procedures governing the sale of the assets.

The Debtors have no standing offer for their assets but they
believe that an auction process will provide an opportunity for
interested bidders to formally bid for the assets or to offer to
fund a Chapter 11 plan that would pay the Prepetition Lenders in
full.

Indeed, absent a competitive auction process that generates
a significant purchase price for the assets, there is a strong
possibility that a sale may be followed by a conversion of the
Debtors' Chapter 11 cases to Chapter 7, Zachary I. Shapiro, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
explained.  Nonetheless, the Debtors have determined that pursuing
a sale transaction will provide all interested parties with
sufficient opportunity to participate in a sale process and is the
best means to maximize the value of the Debtors' estates, Mr.
Shapiro added.

Any Potential Bidder that wishes to participate in the bidding
process for the Assets must submit their bid to the Debtors no
later than Nov. 18, 2013.  If the Debtors receive two or more
Qualified Bids, the Debtors propose to hold an auction on Nov. 21,
at 10:00 a.m., (Eastern Daylight Time) at the offices of Richards,
Layton & Finger.

A hearing on the motion is scheduled for Oct. 1, 2013, at 9:30
a.m.  Objections are due Sept. 24.

                       About MSD Performance

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

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

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


MSD PERFORMANCE: Resists Lenders' Efforts to File Alternate Plan
----------------------------------------------------------------
Law360 reported that bankrupt high-performance auto parts maker
MSD Performance Inc., pushed back late on Sept. 24 against a move
by senior secured creditors to file their own Chapter 11 debt
restructuring plan as an alternative to the going-concern sale
that is the debtors' goal.

According to the report, MSD Performance laid out its argument
against a request by a group of lenders led by Madison Capital
Funding LLC -- which control about 40 percent of MSD's pre-
petition secured debt -- to terminate the debtors' ability to
exclusively file a Chapter 11 plan.

                       About MSD Performance

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

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

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


NESBITT PORTLAND: Hilton Objects Again To Ch. 11 Plan
-----------------------------------------------------
Law360 reported that two Hilton Worldwide Inc. affiliates on Sept.
24 objected to an amended Chapter 11 reorganization plan filed
last week in California bankruptcy court by a collective of
Embassy Suites hotel operators, arguing the plan would wrongly
require them to alter their standard agreements to suit secured
lender U.S. Bank NA.

The objectors are HLT Existing Franchise Holding LLC and Embassy
Suites Franchise LLC.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.


NET ELEMENT: Contributes Interests in Online Businesses to T1T
--------------------------------------------------------------
Net Element International, Inc., entered into a Contribution
Agreement with T1T Lab, LLC, and T1T Group, LLC, pursuant to
which, on Sept. 25, 2013, the Company contributed to T1T Lab all
of its membership and participation interests in its subsidiaries
Openfilm, LLC, Motorsport, LLC, Splinex, LLC, LegalGuru, LLC, and
MUSIC 1 LLC (aka OOO Music1).  The Disposed Subsidiaries
constitute all of the Company's interests in online media
businesses and operations.  Following the transactions effectuated
pursuant to the Contribution Agreement, the Company currently
indirectly owns a minority interest in the Disposed Subsidiaries
through its 10 percent membership interest in T1T Lab.  As a
result of the Company's contribution of the Disposed Subsidiaries,
the Company now has only one reportable business segment,
consisting of mobile commerce and payment processing.  The Company
disposed its entertainment assets in order to focus its business
operations on mobile payments, transactional services and related
technologies and to reduce the significant expenses associated
with developing and maintaining the entertainment assets.

Pursuant to the Contribution Agreement, the Company contributed to
T1T Lab all of its membership and participation interests in the
Disposed Subsidiaries and agreed to make an initial capital
contribution to T1T Lab in the amount of $1,259,000, payable in
full or in installments when requested by T1T Lab but in no event
later than within the 12-month period after Sept. 25, 2013 (unless
such period is mutually extended in writing by the Company and T1T
Group).  Subject to T1T Lab's prior written approval, a portion of
the Company's initial capital contribution may be made in the form
of future services provided by the Company, with the value of
those services to be agreed upon in writing between the Company
and T1T Group prior to providing such services.  The amount of the
Company's initial capital contribution is a negotiated amount
required for T1T Lab to acquire the Disposed Subsidiaries.  In
exchange for those contributions, the Company was issued a 10
percent membership interest in T1T Lab and T1T Lab assumed
$2,162,158 in liabilities (including $2,000,000 owed by the
Company to K 1 Holding Limited pursuant to a promissory note dated
May 13, 2013) related to the Disposed Subsidiaries.  In addition,
all intercompany loans payable by the Disposed Subsidiaries to the
Company, on the one hand, and by the Company to the Disposed
Subsidiaries, on the other hand, were forgiven by the Company and
by T1T Lab.  Total intercompany loans forgiven by the Company (net
of the total intercompany loans forgiven by the Disposed
Subsidiaries) was approximately $9,864,602.  Those intercompany
loans forgiveness did not have an impact of the profit and loss of
the Company.

Pursuant to the Contribution Agreement, T1T Group agreed to
contribute to T1T Lab from time to time when requested by T1T Lab
those services or cash as determined by T1T Group in its sole and
absolute discretion in order to manage and operate the Disposed
Subsidiaries and their respective businesses.  In exchange for
those contributions, T1T Group was issued a 90 percent membership
interest in T1T Lab.

The Contribution Agreement requires T1T Lab's operating agreement
to provide that, among other things, (i) the sole and exclusive
management rights of T1T Lab (including with respect to the
Disposed Subsidiaries and their respective businesses) are vested
in T1T Group, (ii) the Company and T1T Group, as the members of
T1T Lab, will have an obligation to make additional capital
contributions to T1T Lab in proportion to their respective
ownership interests in T1T Lab (10 percent by the Company and 90
percent by T1T Group) when and if such additional capital
contributions are requested by T1T Lab and (iii) the failure to
timely make those additional capital contributions to T1T Lab by
either member will result in pro rata dilution of such member's
ownership interest in T1T Lab.

T1T Group is wholly-owned by Enerfund, LLC, (which is wholly-owned
by Mike Zoi, a director and majority stockholder of the Company).

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.


NRG DUNKIRK: S&P Removes Revenue Bonds Rating From Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its 'BB+' ratings on
NRG Energy Inc. affiliate NRG Dunkirk Power's $58.5 million 5.875%
tax exempt revenue bonds series 2009 due 2042 (obligor: NRG
Dunkirk Power), by removing them from CreditWatch with negative
implications.  The outlook is stable.

Ratings List

NRG Energy Inc.
Corporate Credit Rating                    BB-/Stable

Ratings Removed from CreditWatch
                                           To          From
Chautauqua Cnty Indl Dev Agy
NRG Dunkirk Power (Obligor)
Senior Secured                            BB+         BB+/Watch
Neg
  Recovery Rating                          1           1


O&G LEASING: Motion for Valuation of Secured Claim Dismissed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
approved an agreed order dismissing as moot O&G Leasing, LLC, et
al.'s motion for valuation of secured claim.

The stipulation was entered between the Debtor and First Security
Bank, as trustee, who filed a response to the Debtors' motion.

The Debtors has advised the Court that the issues raised in the
motion are now moot.

                         About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

O&G Leasing filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 10-01851) on May 21, 2010.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1 million and
$10 million in its petition.

The Debtors retained McCraney, Montagnet, Quin & Noble, PLLC as
their bankruptcy counsel and Young Williams, P.A., as corporate
counsel.  Young Williams was replaced by Bradley Arant Boult
Cummings, LLP, as corporate counsel effective March 8, 2012, but
remained engaged as special counsel on litigation matters.
BMC Group, Inc., serves as the Debtors' solicitation and voting
agent.

The U.S Bankruptcy Court for the Southern District of Mississippi
confirmed on April 22, 2013, O&G Leasing, LLC, et al.'s Second
Amended Plan of Reorganization filed Jan. 8, 2013, the Plan
Supplement filed Feb. 5, 2013, and the Immaterial Modifications to
the Second Amended Plan filed April 11, 2013.


ORMET CORP: Needs Time to Close Sale; Seeks Exclusivity Extension
-----------------------------------------------------------------
Ormet Corp. and its debtor-affiliates seek an extension of their
exclusive periods to file a Chapter 11 plan and solicit votes on
that plan.  The Debtors ask the Court to extend the plan
exclusivity period to February 20, 2014, and the solicitation
period to April 22, 2014.

The Debtors' request will be considered at a hearing for Oct. 17
at 11:30 a.m.  Objections to the extension bid are due Oct. 10.

The deadline is currently set for October 23.

According to the Debtors, in the seven months since the Petition
Date, they have made great strides in achieving their objective of
value maximization.  On June 6, 2013, the Court authorized the
Debtors to sell substantially all of their assets to Smelter
Acquisition LLC.  Closing on the sale, however, is subject to the
satisfaction of certain conditions precedent as set forth in the
Asset Purchase Agreement.  Included among the conditions is the
Debtors' ability to secure a satisfactory arrangement upon which
the Buyer would be able to purchase its electricity needs at the
aluminum smelter in Hannibal, Ohio.  The Debtors have pursued
regulatory action before the Public Utilities Commission of Ohio
and anticipate a final decision on their request in the coming
weeks. Due to the time required to complete this regulatory
process, to date, the Debtors have been unable to close upon the
sale or finalize the terms of a plan.

The Debtors said the proposed extension of the Exclusive Periods
will add certainty and stability as the Debtors finalize the sale
of the assets and transition to the post-sale wind down of the
estates.

To date, the Debtors have focused their efforts on transitioning
into bankruptcy and pursuing the sale process, including the
regulatory process before the Public Utilities Commission of Ohio,
as necessitated by the circumstances of these cases. As a result,
the Debtors have not yet analyzed in significant detail all issues
related to a potential plan filing.  Additionally, the ability to
formulate any plan requires the Debtors (and other parties in
interest) to know the outcome of the sale, which has not yet
occurred.

Bob Matyi, writing for Platts.com, notes that Smelter Acquisition
LLC, owned by Wayzata Investment Partners, is buying the assets
for $282 million.  As reported by the Troubled Company Reporter,
with no competing bids, Wayzata acquired the business in exchange
for $130 million in secured debt plus the loan financing
bankruptcy.  In connection with its restructuring, Ormet received
aggregate commitments of $90 million of DIP Financing, consisting
of $30 million in Term DIP financing from Wayzata and a $60
million DIP facility from Wells Fargo, which replaced its $60
million pre-petition revolver with Ormet.

According to Platts, the the deal has been held up over
electricity power cost uncertainty involving Ormet's flagship
operation, the 260,000 mt/year Hannibal smelter in southeastern
Ohio. Ormet's efforts to secure lower power costs for Hannibal
have been affected.

The Platts report notes that on Thursday, Ohio regulators are
expected to decide on Ormet's application to set Hannibal's power
rate at $45.99/MWh for the rest of 2013 and whether or not to
allow the company to purchase less expensive power off the
wholesale market starting in January.

The report relates American Electric Power is opposing the request
for exclusivity extension.

                        About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet is represented in the case by Morris, Nichols, Arsht &
Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B.
Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq.,
Patrick D. Burns, Esq.  Kurtzman Carson Consultants is the claims
and notice agent.  Evercore's Lloyd Sprung and Paul Billyard serve
as investment bankers to the Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


POINT CENTER: Trustee Taps Diamond McCarthy as Litigation Counsel
-----------------------------------------------------------------
Howard Grobstein, the chapter 11 trustee of Point Center
Financial, Inc., asks the U.S. Bankruptcy Court for permission to
employ Diamond McCarthy LLP as special litigation counsel.

To carry out his duties, the trustee requested Diamond McCarthy
evaluate potential litigation claims for substantive
consolidation, among other things, and then to commence litigation
to preserve and recover certain property of the estate.

Kathy Bazoian Phelps and Howard B. Grobstein attest that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

The firm's rates are:

    Professional                         Rates
    ------------                         -----
    Kathy Bazoian Phelps               $595/hour
    Michael Yoder                      $350/hour
    Benjamin Garry                     $260/hour
    Melody Shabpareh                   $190/hour

Proposed Special Counsel for Ch11 Trustee

         Kathy Bazoian Phelps, Esq.
         DIAMOND MCCARTHY LLP
         1999 Avenue of the Stars, 11th Floor
         Los Angeles, CA 90067-4402
         Tel: (310) 651-2997
         Fax: (713) 333-2199
         E-mail: kphelps@diamondmccarthy.com

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


RESIDENTIAL CAPITAL: Examiner Discharged From Duties
----------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York entered an order dated Sept. 24, 2013,
terminating the appointment of retired Judge Arthur Gonzalez as
the Chapter 11 examiner of Residential Capital, LLC, and its
debtor affiliates.

The Examiner and his professionals are discharged from any further
obligations, duties, commitments and responsibilities effective as
of Sept. 24, 2013.

The Examiner and his Professionals are also relieved from any duty
to respond, object or move for a protective order in response to
any formal or informal discovery requests issued by any party,
including but not limited to any subpoenas, requests for
production of documents, requests for admissions, interrogatories,
requests for testimony, letters rogatory, or any other discovery
of any kind related to the Chapter 11 Cases, the Examiner
Investigation and/or the Examiner Report.

Judge Glenn also authorized the Examiner and his Professionals to
transfer the Document Depository to the Debtors, who will preserve
the Document Depository from the date of the transfer until
further Court order.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Court Approves FGIC Settlement
---------------------------------------------------
Judge Martin Glenn signed an order dated Sept. 20, 2013, approving
a settlement agreement among Residential Capital LLC, Financial
Guaranty Insurance Company, The Bank of New York Mellon, The Bank
of New York Mellon Trust Company, N.A., Law Debenture Trust
Company of New York, U.S. Bank National Association and Wells
Fargo Bank, N.A., each solely in their respective capacities as
trustees, indenture trustees or separate trustees, and certain
Institutional Investors, dated May 23, 2013.

Pursuant to the Settlement Agreement, and subject to the
occurrence of the effective date of the Debtors' Chapter 11 Plan,
FGIC Claims will be allowed as general unsecured claims against
each of Residential Capital, LLC, GMAC Mortgage, LLC and
Residential Funding Company, LLC, in the aggregate amount of
$596.5 million, which amount:

   (i) is equal to the sum of (x) $343.2 million, the amount of
       claims FGIC has paid under the Policies that remain
       unreimbursed and (y) $253.3 million, the sum of all of the
       Payment Amounts; and

  (ii) will be allocated among Residential Capital, LLC, GMAC
       Mortgage, LLC and Residential Funding Company, LLC pro
       rata based on which of the Debtors would be obligated to
       reimburse FGIC for those payments under the Governing
       Agreements.

If the Plan Support Agreement is terminated or the chapter 11 plan
does not go effective, in addition to the FGIC Allowed Claims,
FGIC reserves all rights to assert general unsecured claims
against each of ResCap, GMAC, and RFC with all claims by FGIC
against each entity capped in each case at the amount of $596.5
million.

The FGIC Allowed Claims will be treated in accordance with the
Plan Support Agreement and the chapter 11 plan, or, if the
agreement is terminated or the chapter 11 plan does not go
effective, the FGIC Allowed Claims will be treated pari passu with
other unsecured claims allowed against ResCap, GMAC, and RFC.

The Settlement Agreement is not, and will not be construed as, a
settlement, termination, release, discharge or waiver of any
claims FGIC may have against non-Debtor affiliates of ResCap,
including Ally Financial, Inc., or the Representatives of those
non-Debtor affiliates.

Judge Glenn, in a memorandum opinion and order dated Sept. 13,
stated that: "Absent the Settlement Agreement, the Debtors would
face complex and lengthy litigation with FGIC and the FGIC
Trustees over the validity, amount and possible subordination of
their asserted claims.  This litigation would be fact-intensive
and would include relatively novel legal issues, making the
potential outcome uncertain.  In addition, the Debtors have
experienced tremendous attrition among their employees who worked
on the securitizations at issue and this would hinder the Debtors'
efforts to offer meaningful live testimony in support of the
Debtors' defenses."

A full-text copy of the Sept. 20 Order is available for free
at http://bankrupt.com/misc/RESCAPfgicord0920.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Balks at Claims vs. Non-Obligor Entities
-------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Court to disallow and expunge, 28 proofs of claim filed by UMB
Bank, N.A., in its capacity as Indenture Trustee with respect to
certain 9.625% Junior Secured Guaranteed Notes Due 2015 issued by
Residential Capital, LLC.

The claims were filed against 28 Debtor entities that are not
issuers, guarantors or pledgors of the Junior Secured Notes and,
as a result, have no liability to the Indenture Trustee or to the
beneficial holders of the Junior Secured Notes and neither the
Indenture Trustee nor the Beneficial Holders have valid claims at
these entities.

A hearing on the claims objection is scheduled for Nov. 19, 2013
at 10:00 p.m. (ET).  Objections are due Oct. 21.

The Debtors are represented by Gary S. Lee, Esq., Lorenzo
Marinuzzi, Esq., Norman S. Rosenbaum, Esq., and Jennifer L.
Marines, Esq., at MORRISON & FOERSTER LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Disputes Syncora's Claim No. 7170
------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Court to disallow and expunge the Second Amended Proof of Claim
Number 7170 filed by Syncora Guarantee Inc. f/k/a XL Capital
Assurance Inc., against Debtors GMAC Mortgage, LLC, and
Residential Funding Company, with respect to (1) Bear Stearns
Second Lien Trust 2007-SV1; (2) Suntrust Acquisition Closed-End
Second Trust, Series 2007-1; and (3) RALI Series 2006-QO4 Trust.

The Debtors move to disallow and expunge the Second Amended Proof
of Claim arguing that (i) the claim amendment is untimely, and
(ii) even if amendment is permitted, the Second Amended Proof of
Claim lacks merit on its face.

Claim No. 7170 asserts more than $200 million of claims against
GMACM resting on a novel and previously unarticulated theory:
that a servicer can be held liable for the full extent of the
losses arising from the sponsor's breaches of loan representations
and warranties, if the servicer does not provide notice to the
trustee of those breaches.

A hearing on the claims objection is scheduled for Nov. 7, 2013 at
2:00 p.m. (ET).  Responses are due Oct. 15.

The Debtors are also represented by J. Alexander Lawrence, Esq.,
Kayvan B. Sadeghi, Esq., and Alexandra Steinberg Barrage, Esq., at
MORRISON & FOERSTER LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objects to WVIMB'S $7.5-Mil. Fraud Claim
-------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Court to disallow and expunge, Claim No. 3818 filed by the West
Virginia Investment Management Board on the ground that the claim
is not enforceable against the Debtors because it is without
merit.

WVIMB's claim asserts no less than $7.5 million based on the fraud
and negligent misrepresentation claims it asserted against the
Debtors in its complaint resulting from the 2007 housing market
collapse.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New
York, the law does not allow an investor who knowingly made such a
risky, contrarian "bet" to shift its losses through a fraud suit,
and WVIMB's attempt to do so should be rejected.

A hearing on the claims objection is scheduled for Nov. 7, 2013 at
2:00 p.m. (ET).  Responses are due Oct. 10.

The Debtors are also represented by Joel C. Haims, Esq., and James
J. Beha II, Esq., at MORRISON & FOERSTER LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


SCOOTER STORE: Gets Permission to Begin Selling Inventory
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scooter Store Inc., a supplier of power wheelchairs
and scooters, received bankruptcy court permission Sept. 25 to
sell off inventory with limited supervision.

According to the report, although the company had a going-concern
buyer lined up, it was compelled to begin liquidating because it
lost the right to reimbursement from Medicare.  The judge gave
Scooter Store permission to sell assets for less than $25,000
without notice.  For sales of $25,000 to $500,000, assets could be
sold with notice to prescribed parties, as long as no one objects.

The report notes that were the business sold while operating,
there might have been some recovery for unsecured creditors in
view of a settlement between the official creditors' committee and
lender Sun Capital Partners Inc., a 66.8 percent shareholder and
holder of $40 million on third-lien debt.  The company filed for
Chapter 11 reorganization in April.  It has 57 distribution
centers in 41 states.

The report discloses that the U.S. Justice Department searched the
company's offices in February.  There was a civil investigation
into "billing and reimbursement procedures," according to a court
filing.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SEDONA DEVELOPMENT: Post-Confirmation Status Hearing Continued
--------------------------------------------------------------
According to minutes of hearing held on Sept. 17, 2013, the
Bankruptcy Court continued until Dec. 17, at 10 a.m., the post
confirmation status hearing in the Chapter 11 cases of Sedona
Development Partners, LLC, and The Club at Seven Canyons, LLC.

Chris Graver, on behalf of the Debtor, noted that the case is
substantially consummated and believes a motion to close the case
will be filed shortly.

The Court said the hearing may be vacated upon the entry of an
order closing the case.

As reported in the Troubled Company Reporter on May 1, 2013,
Judge Eddward P. Ballinger confirmed the Joint Plan of
Reorganization proposed by the Debtors together with Specialty
Mortgage Corp., as loan servicer.  The Debtors and Specialty
Mortgage originally filed competing plans.

After the effective date of the Plan, all rights of the Debtors
will be deemed transferred to the entity known as Villa
Renaissance LLC.

The Plan provides for the following:

   * All transfers of real property will be subject to existing
real property tax claims.  With respect to all real property
transferred under the Plan, including all property and interests
as to Parcel A to be transferred to the Reorganized Debtor, all
tax obligations owed to Yavapai County, which are due and owing as
of Dec. 31, 2013, will be paid within 10 days after the Effective
Date.

   * Any claims resulting from rejection of leases modified by a
stipulation with General Electric Capital Corporation and Colonial
Pacific Leasing Corporation will be treated as an administrative
claim.

   * Specialty will purchase the William Scotsman modular units
currently used as the "Clubhouse" buildings for $66,000.
Specialty will also purchase the Scotsman modular units currently
used as the VOA Operations-Housekeeping UNits for $54,700.  In
full satisfaction of any claim of William Scotsman, the Debtor
will pay $19,129.

   * $250,000 will be set aside to fund completion and
refurbishment of the Villas Spa Units.

A full-text copy of the Plan Confirmation Order dated April 23,
2013, is available for free at:

         http://bankrupt.com/misc/SEDONAplanord0423.pdf

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SEGA BIOFUELS: Gets OK to Employ McCallar as Bankr. Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia,
Waycross Division, authorized SEGA Biofuels, LLC, to employ
C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., of
McCallar Law Firm as counsel.

As reported in the Troubled Company Reporter on Sept. 24, 2013,
Mr. Callar will be paid $450 per hour, while Ms. Caron will be
paid $350 per hour for their services.

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.


SEGA BIOFUELS: Section 341(a) Meeting Adjourned to Oct. 21
----------------------------------------------------------
The meeting of creditors in the bankruptcy case of SEGA Biofuels,
LLC, has been adjourned to Oct. 21, 2013, at 1:00 p.m., at
Waycross Courthouse.

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.

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.


SHAMROCK-HOSTMARK: Plan Outline Hearing Continued Until Oct. 23
---------------------------------------------------------------
The Bankruptcy Court continued until Oct. 23, 2013, at 10 a.m.,
the hearing to consider the adequacy of information in the
Disclosure Statement explaining Shamrock-Hostmark Princeton Hotel,
LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on May 1, 2013,
according to the Disclosure Statement, the Debtors intend to
emerge from bankruptcy by restructuring their debts and ownership
through an equity commitment from the venture.  The Debtors'
interests and properties will vest 100 percent in the Venture,
which will be comprised of equity investor HCK2 Capital Ventures,
LLC and Shamrock-Hostmark Hotel Fund, L.P. and which will repay
lender's secured claims over seven years pursuant to modified loan
terms.  Payments to creditors will be funded from the equity
contribution.

In another docket entry, the Court continued until Oct. 23, 2013,
at 10 a.m., the hearing to determine value of claim secured by a
lien.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, Texas.  Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert,
Calif.  Shamrock-Hostmark Andover owns the Wyndham Boston Andover
in Andover, Mass.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, Florida.

Brian A. Audette, Esq., David J. Gold, Esq., David M. Neff, Esq.,
and Eric E. Walker, Esq., at Perkins Coie LLP, in Chicago,
Illinois, represent the Debtor as counsel.


SMITHFIELD FOODS: S&P Lowers Corp. Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Smithfield, Va.-based Smithfield Foods Inc. to 'BB-'
from 'BB'.  The outlook is stable.  S&P also lowered the rating on
Smithfield's senior unsecured debt to 'BB-' from 'BB'.  This debt
comprises $1 billion 6.625% senior notes due 2022, and
$500 million 7.75% senior notes due 2017.  The recovery rating
remains '3', indicating S&P's expectation of meaningful recovery
(50%-70%) in the event of a payment default.

S&P has removed all of its ratings on Smithfield from CreditWatch,
where they were placed with negative implications on May 29, 2013,
following Shuanghui International Holdings Ltd.'s announcement
that it would buy Smithfield for about $7.1 billion, including
Smithfield's outstanding debt.

The 'BB-' ratings on Sun Merger Sub Inc.'s (original issuer)
$400 million senior unsecured note due 2021 and $500 million
senior unsecured notes due 2018 remain unchanged with a recovery
rating of '3'.  This debt became a senior unsecured debt
obligation of Smithfield Foods, Inc. following Sun Merger's merger
with and into Smithfield, substantially concurrent with the close
of the Shuanghui acquisition.

"The downgrade reflects S&P's opinion that Smithfield's increased
debt levels following its acquisition by Shuanghui results in a
weaker credit profile for the company," said Standard & Poor's
credit analyst Chris Johnson.

The stable outlook reflects Standard & Poor's expectation that
Smithfield will maintain adequate liquidity, improve EBITDA as hog
production earnings rebound, and deleverage to closer to 4x or
below over the next year.


SOUNDVIEW ELITE: 6 Cayman Mutual Funds File Ch. 11 in New York
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that six mutual funds originally created by Citco Group of
Cos. filed petitions for Chapter 11 protection on Sept. 24 in
Manhattan to avoid undergoing bankruptcy liquidation in the Cayman
Islands, where they are incorporated.

According to the report, SoundView Elite Ltd. and two similarly
named funds were the target of a winding-up petitions in the
Cayman Islands filed in August by Citco, which had sold its
interest in the funds' manager years before.  An investor, who was
removed from the funds' board in June, filed a different winding-
up petition in August, aimed at three funds created later to hold
illiquid assets.

The report notes that the funds said in a court filing that their
total cash assets of about $20 million are held in the U.S., where
the funds are managed.  Court papers list the funds' total assets
as $52.8 million, against debt totaling $28 million.

The first-filed case is In re SoundView Elite Ltd., 13-bk-13098,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).


STACKPOLE INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' long-
term corporate credit rating and stable outlook to auto parts
suppliers Stackpole International EP Holding Ltd., Stackpole
International Global Holding Co., and Stackpole International PM
Holding Ltd. (collectively, Stackpole International).

At the same time, Standard & Poor's assigned its 'B+' issue-level
rating (the same as the corporate credit rating on the three
companies) and '4' recovery rating to the proposed US$360 million
senior secured notes to be co-issued by Stackpole International
Engineered Products Inc., Stackpole International Intermediate Co.
S.A., and Stackpole International Powder Metal ULC.  Each is a
subsidiary of the rated entities.  The '4' recovery rating
indicates S&P's expectation of average (30%-50%) recovery in a
default scenario.

The ratings on Stackpole International reflect S&P's assessment of
the credit profile of all three companies on a consolidated basis.
As the proposed US$360 million secured notes and the proposed
US$70 million revolving credit facility are jointly and severally
guaranteed by the three companies, and by their material U.S. and
Canadian subsidiaries, and secured (equally and ratably) by the
consolidated assets of these entities, S&P has assessed the credit
profile of all on a consolidated basis.

"Our ratings on sponsor-owned Stackpole International also reflect
our view of the company's business risk profile as weak, based on
the company's relatively limited size and diversity, as well as
the auto parts industry's volatile demand, intense competition,
and constant pricing pressure," said Standard & Poor's credit
analyst Jamie Koutsoukis.  "We deem the company to have an
aggressive financial risk profile, highlighted by our expectation
that its adjusted debt leverage will be about 4.9x at year-end
2013 following its refinancing and its acquisition by Crestview
Partners, and that its funds from operations to debt will be in
the mid-teens," Ms. Koutsoukis added.

These concerns are partially mitigated by Stackpole
International's leading positions in the niche oil pump and powder
metal parts industry, where the company's products are used mostly
in long-lived vehicle powertrains and their specialized nature
somewhat shields the company from the commodity pressures
experienced by many other automotive parts makers.

Stackpole International's business is divided into two main
divisions--engineered products (oil pumps for automotive engines
and transmissions) and powdered metal (manufacturing of high-end
components for automotive powertrains)-- each accounting for about
50% of total revenues.  In terms of market share, the company
holds the leading and second-leading positions, for oil pump and
powdered metal parts, respectively, in North America.  Stackpole
International is considered a midsize player, with more than
C$430 million in 2012 sales.

The stable outlook reflects S&P's view that Stackpole
International will generate positive free operating cash flow
(FOCF) in the 12 months ahead and keep EBITDA margins consistent
with 2012 levels, given the somewhat favorable trend for vehicle
production in North America.  S&P could lower the ratings if FOCF
generation turns negative for consecutive quarters or debt
leverage exceeds 5x over an extended period.  S&P considers an
upgrade unlikely in the near term, given the company's private
equity ownership and its product, market, and geographic
concentrations.


THOMAS JEFFERSON: S&P Lowers Rating on 2008A & 2008B Bonds to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B+' from 'BB' on the California Statewide Communities Development
Authority's series 2008A tax-exempt revenue bonds and series 2008B
taxable revenue bonds issued for Thomas Jefferson School of Law
(TJSL).  The outlook is negative.

"The rating action reflects our view of TJSL's covenant violations
in fiscal 2012 and anticipated covenant violations in fiscal
2013," said Standard & Poor's credit analyst Carlotta Mills.

The school failed to meet two covenants (unrestricted resources to
debt and to operating revenue) in fiscal 2012 and does not
anticipate doing so until 2015 and 2017, respectively.

The rating further reflects S&P's view of TJSL's high level of
debt, diminishing operating surpluses, erosion of cash, and
decline in enrollment.

The negative outlook reflects S&P's anticipation that during the
next year the bondholders should decide whether to grant a waiver
of the covenant violations on the bonds.


TOMSTEN INC: Taps Quasimodo Advertising as Marketing Consultant
---------------------------------------------------------------
Tomsten, Inc., dba Archiver's, sought and obtained permission from
the U.S. Bankruptcy Court for the District of Minnesota to employ
Quasimodo Advertising as marketing consultant.

Quasimodo will provided services including research targeted at
understanding Archiver's customers' opinions of its Memory Lab;
and crafting creative content for use in Archiver's marketing
campaigns.  Quasimodo estimates that the proposed services will
require approximately 187 hours to complete.

The firm will be paid a flat fee of $22,000.

Gary Bingner -- gary@quasiland.com -- president and creative
director of Quasimodo, assures the Court that his firm is a
"disinterested" person as that term is defined in 11 U.S.C.
Section 101(13), and does not hold or represent any interest
adverse to the Debtor with respect to the matters upon which it is
to be engaged.

                      About Tomsten, Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel.  M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant.  Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.


TRIMAS CORP: S&P Rates $650 Million Senior Secured Facilities 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' issue-level rating and '2' recovery rating to Bloomfield
Hills, Mich.-based TriMas Co. LLC's proposed $650 million senior
secured credit facilities.  TriMas Co. LLC is a wholly owned
subsidiary of TriMas Corp. (Trimas; BB-/Stable/--), which plans to
use the proceeds from the facilities to repay the existing term
loan B with an upsized revolver and extend maturities by one year.
The corporate credit rating on TriMas Corp. is not affected by the
refinancing of the $650 million credit facilities.

The recovery rating on the proposed first-lien credit facilities
is '2', indicating S&P's expectation of substantial (70%-90%)
recovery in the event of a default.

The rating on TriMas reflects S&P's view of its "fair" business
risk profile and "aggressive" financial risk profile.  The company
has maintained good credit ratios due to steady free cash flow
generation and continued focus on debt reduction.  TriMas'
operating performance should continue to benefit from demand in
some of the company's global industrial markets in 2013 and 2014
and expected improvement in productivity and efficiency.  The
company's focus on cost containment and working capital investment
should lead to EBITDA margin improvement from the 14% level as of
June 30, 2013, which was somewhat lower than the average of 16%
over the past three years.

S&P expects revenue growth in the mid- to high-single-digit range
in 2013 and modest improvement in EBITDA margin.  This could
likely result in the company maintaining adjusted leverage of
about 3x.  S&P also expects that TriMas will maintain its credit
measures while it expands through acquisitions.

The outlook is stable.  S&P expects TriMas to perform well this
year, considering global industrial conditions, and S&P's rating
assumes revenue growth in the mid- to high-single-digit range in
fiscal 2013 and 2014, along with steady margin performance.  S&P
also expects TriMas to use some of its consistent free cash flow,
supplemented by recent equity offering, on acquisitions to
complement organic growth.  S&P's expectation is that Trimas' near
term leverage will be maintained at 3.0x-4.0x.

RATINGS LIST

TriMas Corp.
Corporate Credit Rating                                BB-
/Stable/--

New Ratings
TriMas Co. LLC
$475 mil. revolving credit facility due 2018           BB
  Recovery rating                                       2
$175 mil. term loan due 2018                           BB
  Recovery rating                                       2


TURBOCOMBUSTOR TECHNOLOGIES: Moody's Gives B2 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned initial ratings to
TurboCombustor Technologies, Inc., including a Corporate Family
Rating of B2. Concurrently, a B2 rating has been assigned to the
planned first lien bank credit facility of TCT, the proceeds of
which will refinance existing debt and help fund the pending
acquisition of assets and equity interests of eight facilities
across three sites from Unison Engine Components. The rating
outlook is stable.

The following ratings were assigned (subject to review of final
documentation):

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  $70 million first lien revolver due 2018, B2, LGD4, 50%

  $260 million first lien term loan due 2020, B2, LGD4, 50%

Rating Outlook: Stable

Rating Rationale:

The B2 CFR broadly reflects the company's small scale and
moderately high financial leverage (debt/EBITDA in the mid-5x
range on a Moody's-adjusted basis), which are somewhat mitigated
by the perceived favorable intermediate-term demand outlook for
its aircraft engine components/assemblies. The company's limited
performance track record on a combined basis incorporating both
recently completed and the pending acquisition also serves as a
tempering rating consideration. In January 2013, the company more
than doubled in size with the acquisition of Paradigm Precision
Holdings, LLC. Further, uneven operational results of the to-be-
acquired Unison assets complicates forward visibility, as well.
Execution on operational initiatives to achieve margin synergies
will be required but the scope of operational revisions planned
seems achievable. The combined entity will have good
diversification across aircraft models. The added range of content
and production capabilities that come from Unison should favor
planned marketing initiatives, providing additional revenue
opportunities. But TCT's effort to build on its "Paradigm
Precision" brand name and grow prominence as a supplier will take
time in the competitive aircraft parts manufacturing market.

The rating outlook is stable reflecting adequate liquidity and
free cash flow generation, as expected. The credit facility will
have a maintenance covenant test that applies only when the
revolver is utilized 25% or more, and planned debt amortization
will be low. Nonetheless, the magnitude of capital projects
planned is not overly ambitious. With the favorable demand setting
and assuming good success toward realization of synergies, a free
cash flow-to-debt ratio in the mid- to high-single digit
percentage range seems likely and helps prospects for debt
reduction.

Upward rating momentum would depend on an expectation of debt-to-
EBITDA closer to the 4x range with free cash flow-to-debt above
10% in conjunction with a good liquidity profile. Downward rating
pressure would be prompted by expectations of debt-to-EBITDA at 6x
or higher, low free cash flow and/or a weaker liquidity profile.

The principal methodology used in this rating was the Global
Aerospace and Defense Industry Methodology 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.

TurboCombustor Technologies, Inc. is a subsidiary of Dynamic
Precision Group, Inc. Dynamic Precision Group, Inc. is majority-
owned by entities of The Carlyle Group.


TWN INVESTMENT: Oct. 15 Hearing on East West's Stay Relief Bid
--------------------------------------------------------------
In the Chapter 11 case of TWN Investment Group, LLC, the U.S.
Bankruptcy Court for the Northern District of California will
convene a hearing on Oct. 15, 2013, at 10 a.m., to consider
creditor East West Bank's motion for relief from stay with respect
to these properties -- 969, 979, 989, and 999 Story Road, San
Jose, California.

EWB has a filed claim in the amount of $47,389,057.  EWB's
appraisal indicates that the property has a value of $33,800,000
retail and $27,700,000 bulk sale.

According to Curtis C. Jung, Esq., at Jung & Yuen, LLP, on behalf
of EWB, the bank is entitled to relief of stay because, among
other things:

   1. there is no "equity cushion" in the property sufficient
      to adequately protect EWB and its interest in the property;

   2. the property is not necessary for an effective
      reorganization; and

   3. the Debtor's payments are not a bar to relief under
      Section 362(d)(2) of the Bankruptcy Code.

                    About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.  The Company disclosed assets of $58.2
million and liabilities of $53.4 million in its schedules.

The Company owns partially developed real estate located at 909-
9999 Story Road, in San Jose.  The property is the company's sole
assets and secures a $48.1 million debt to East West Bank.

The Debtor is represented by Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, in San Jose.

Rene Lastreto II, Esq., at Lang Richert & Patch, represents the
Committee.


* Moody's Notes Recovery of U.S. Homebuilding Sector
----------------------------------------------------
Companies involved in the initial stages of home construction will
be the first to benefit from continued growth in the US
homebuilding industry, Moody's Investors Service says in a new
special comment, "Housing Recovery and Increased Repair and
Remodeling Work Fuel Growing Optimism."

While the housing recovery will ultimately benefit the entire
sector, Moody's notes that companies that manufacture and provide
varying services for the initial construction stages will benefit
sooner. The report highlights rated companies USG, Ply Gem
Industries, Owens Corning's insulation segment and Masco's
installation business as likely to show early improvement.

With consumers now spending more on home renovation, Moody's is
optimistic about a more robust near-term recovery in the repair
and remodeling segment as contractors expect remodeling activity
to continue to increase through 2013.

Remodeling activity over the near term will be focused on non-
discretionary expenditures and higher-return projects,
particularly for homeowners positioning homes for resale, says the
rating agency. That means companies such as Building Materials
Corporation of America and Owens Corning's roofing division, which
both manufacture products for roof repair, as well as Masco's
decorative architectural products segment, will benefit from
steady demand.

Commercial construction will continue to lag residential
construction, but increased billings suggest that a commercial
construction recovery is in sight, says Moody's.

Finally, liquidity profiles for Moody's-rated building products
companies have generally improved, says the rating agency.
Refinancing and extending maturities has improved financial
flexibility, while springing covenants under revolvers and
"covenant-lite" term loans allow companies to focus on improving
operations and investing in future growth, says Moody's.


* Defaults Can Grow Quickly When Credit Market Turns, Moody's Says
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that Moody's Investors Service said in a report that although
corporate defaults are few and the list of distressed companies is
short, the picture could change quickly "when credit markets do
weaken materially."

According to the report, there are now 148 names on Moody's list
of low-rated companies, the fewest in six months.  A company
qualifies for the list if it has a B3 or lower rating alongside a
negative outlook.

The report notes that although issuers aren't falling into the
low-rated category, downgrades of junk-rated companies exceeded
upgrades for six consecutive months and 11 months in the past
year, Moody's said.

The report relates that similarly, the list of companies being
reviewed for downgrade has been longer than the list of potential
junk upgrades since April 2012.  When the credit markets turn less
generous, the picture can change quickly.  In the first quarter of
2009, 73 companies joined the ranks of the low-rated.  In the
following quarter, the list grew by another 63.  For the time
being, Moody's sees no increase in defaults.  The rating company
predicts the junk default rate will end the year at 2.6 percent,
down from 2.8 percent in August.


* Bankruptcy Court Lacks Jurisdiction to Decide Property Ownership
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the U.S. Bankruptcy Appellate Panel in
San Francisco, the bankruptcy court had no jurisdiction to decide
whether the bankrupt estate actually owned property sold by the
trustee.

According to the report, the trustee for an individual in
Chapter 7 held an auction and sold a malpractice claim asserted by
the bankrupt.  The bankrupt was contending at the time that the
claim arose after bankruptcy and wasn't property of the estate.
The trustee sold whatever interest the estate had in the claim,
without any warranties or representations.

The report notes that after the sale, the buyer sued the
individual in bankruptcy court seeking a declaration that the
estate owned the malpractice claim.  The bankruptcy judge ruled on
the merits of ownership.  On appeal, the appellate panel reversed,
holding there was no jurisdiction.  The appellate panel's decision
contains a comprehensive analysis of every conceivable statutory
basis for jurisdiction.

The report relates that the opinion began by ruling that there was
no jurisdiction under Section 1334(e) of the Judiciary Code
because jurisdiction over property of the estate ends once the
property is sold.

The report discloses that on the broader basis of "related to"
jurisdiction under Section 1334(b), the panel said the outcome of
the suit could have "no conceivable effect" on the bankrupt
estate, no matter how the lawsuit ended up.  If the estate had
been the owner, it wouldn't be affected because the claim was sold
already.  If the bankrupt owned the claim because it arose after
bankruptcy, there likewise would be no effect on the estate.  The
panel's Sept. 23 opinion won't be officially published.

The case is Stokes v. Duncan (In re Stokes), 13-01097, U.S.
Bankruptcy Appellate Panel for the Ninth Circuit (San Francisco).


* Trust-Fund Interest Claim Survives Chapter 13 Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the U.S. Bankruptcy Appellate Panel in
Boston, a claim of the Internal Revenue Service for interest
related to trust-fund taxes isn't discharged in a Chapter 13 plan.

According to the report, an individual in Chapter 13 made all
payments under a five year Chapter 13 plan, including full payment
of a $96,500 priority claim by the IRS representing civil
penalties for failure to pay trust-fund taxes.  In the proof of
claim, the IRS didn't seek interest.  After plan payments were
completed and the debtor received a discharge, the IRS began
dunning the bankrupt for interest.

The report notes that the bankruptcy judge found the tax agency in
violation of the discharge injunction.  On appeal, the IRS won.
Writing for the three-judge appellate panel, U.S. Bankruptcy Judge
J. Michael Deasy parsed several provisions of the Bankruptcy Code
in concluding that the interest claim wasn't discharged.  He
pointed out that Section 1328(a)(2) of the code discharges debts
"provided for in the plan."

The report discloses that under Section 502(b)(2), the IRS is
barred from claiming post-petition interest.  Because the post-
petition interest claim wasn't dealt with in the plan, it wasn't
wiped out, Deasy ruled.

The case is U.S. v. Monahan (In re Monahan), 12-0084, First U.S.
Circuit Bankruptcy Appellate Panel (Boston).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company         Ticker          ($MM)      ($MM)      ($MM)
  -------         ------        ------   --------    -------
ABSOLUTE SOFTWRE  OU1 GR         126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE  ABT CN         126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE  ALSWF US       126.4      (13.6)     (13.3)
ACCELERON PHARMA  XLRN US         48.4      (19.9)       6.2
ADVANCED EMISSIO  OXQ1 GR         87.0      (42.3)     (18.0)
ADVANCED EMISSIO  ADES US         87.0      (42.3)     (18.0)
ADVENT SOFTWARE   AXQ GR         824.6     (114.8)    (202.7)
ADVENT SOFTWARE   ADVS US        824.6     (114.8)    (202.7)
AIR CANADA-CL A   AIDIF US     9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A   AC/A CN      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B   AIDEF US     9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B   AC/B CN      9,238.0   (3,470.0)    (452.0)
AK STEEL HLDG     AKS US       3,772.7     (181.0)     473.3
AK STEEL HLDG     AKS* MM      3,772.7     (181.0)     473.3
ALLIANCE HEALTHC  AIQ US         528.2     (131.1)      64.8
AMC NETWORKS-A    9AC GR       2,460.3     (680.1)     735.0
AMC NETWORKS-A    AMCX US      2,460.3     (680.1)     735.0
AMER AXLE & MFG   AXL US       3,008.7     (101.6)     345.2
AMER AXLE & MFG   AYA GR       3,008.7     (101.6)     345.2
AMR CORP          ACP GR      26,216.0   (8,216.0)  (1,034.0)
AMR CORP          AAMRQ* MM   26,216.0   (8,216.0)  (1,034.0)
AMR CORP          AAMRQ US    26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)     263.0
ANGIE'S LIST INC  ANGI US        111.8      (11.9)      (9.4)
ANGIE'S LIST INC  8AL GR         111.8      (11.9)      (9.4)
ANGIE'S LIST INC  8AL TH         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA   AR2 TH         136.0      (21.9)      70.7
ARRAY BIOPHARMA   AR2 GR         136.0      (21.9)      70.7
ARRAY BIOPHARMA   ARRY US        136.0      (21.9)      70.7
AUTOZONE INC      AZ5 TH       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC      AZ5 GR       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC      AZO US       6,783.0   (1,532.3)    (657.7)
BENEFITFOCUS INC  BNFT US         54.8      (43.9)      (3.6)
BENEFITFOCUS INC  BTF GR          54.8      (43.9)      (3.6)
BERRY PLASTICS G  BP0 GR       5,045.0     (251.0)     550.0
BERRY PLASTICS G  BERY US      5,045.0     (251.0)     550.0
BIOCRYST PHARM    BCRX US         39.9       (9.0)      21.6
BIOCRYST PHARM    BO1 GR          39.9       (9.0)      21.6
BIOCRYST PHARM    BO1 TH          39.9       (9.0)      21.6
BOSTON PIZZA R-U  BPZZF US       156.7     (108.0)      (4.2)
BOSTON PIZZA R-U  BPF-U CN       156.7     (108.0)      (4.2)
BROOKLINE BANCRP  BRKL US      5,150.5       (8.5)       -
BROOKLINE BANCRP  BB3 GR       5,150.5       (8.5)       -
BRP INC/CA-SUB V  BRPIF US     1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V  B15A GR      1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V  DOO CN       1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO  B1F GR         505.5       (8.5)     188.3
BUILDERS FIRSTSO  BLDR US        505.5       (8.5)     188.3
CABLEVISION SY-A  CVC US       7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A  CVY GR       7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI  C08 GR      26,844.8     (738.1)     833.8
CAESARS ENTERTAI  CZR US      26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR  CALD US        123.1       (2.2)       2.8
CALLIDUS SOFTWAR  CSQ GR         123.1       (2.2)       2.8
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)       -
CC MEDIA-A        CCMO US     15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)     (52.1)
CHOICE HOTELS     CZH GR         562.7     (520.0)      75.1
CHOICE HOTELS     CHH US         562.7     (520.0)      75.1
CIENA CORP        CIE1 TH      1,727.4      (83.2)     763.4
CIENA CORP        CIE1 GR      1,727.4      (83.2)     763.4
CIENA CORP        CIEN TE      1,727.4      (83.2)     763.4
CIENA CORP        CIEN US      1,727.4      (83.2)     763.4
COMVERSE INC      CNSI US        844.8       (9.4)      (6.1)
COMVERSE INC      CM1 GR         844.8       (9.4)      (6.1)
CONATUS PHARMACE  CNAT US          5.3       (2.5)       1.0
DELTA AIR LI      DAL* MM     45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI      DAL US      45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI      OYC GR      45,772.0   (1,184.0)  (5,880.0)
DIAMOND RESORTS   DRII US      1,073.5      (81.3)     682.4
DIAMOND RESORTS   D0M GR       1,073.5      (81.3)     682.4
DIRECTV           DIG1 GR     20,921.0   (5,688.0)     622.0
DIRECTV           DTV US      20,921.0   (5,688.0)     622.0
DIRECTV           DTV CI      20,921.0   (5,688.0)     622.0
DOMINO'S PIZZA    DPZ US         468.8   (1,328.8)      73.7
DOMINO'S PIZZA    EZV GR         468.8   (1,328.8)      73.7
DOMINO'S PIZZA    EZV TH         468.8   (1,328.8)      73.7
DUN & BRADSTREET  DB5 GR       1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET  DNB US       1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET  DB5 TH       1,838.5   (1,188.4)    (174.3)
DYAX CORP         DYAX US         70.7      (37.0)      43.0
DYAX CORP         DY8 GR          70.7      (37.0)      43.0
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO  EKOD US      3,815.0   (3,153.0)    (785.0)
EVERYWARE GLOBAL  EVRY US        340.7      (53.6)     134.8
FAIRPOINT COMMUN  FRP US       1,606.4     (400.5)      19.6
FERRELLGAS-LP     FEG GR       1,356.0      (86.6)     (21.3)
FERRELLGAS-LP     FGP US       1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC   FNP US         846.2     (213.7)     (64.6)
FIFTH & PACIFIC   LIZ GR         846.2     (213.7)     (64.6)
FIREEYE INC       F9E GR         139.5      (45.0)     (13.1)
FIREEYE INC       FEYE US        139.5      (45.0)     (13.1)
FOREST OIL CORP   FOL GR       1,913.7      (67.4)    (129.4)
FOREST OIL CORP   FST US       1,913.7      (67.4)    (129.4)
FREESCALE SEMICO  FSL US       3,129.0   (4,583.0)   1,235.0
FREESCALE SEMICO  1FS GR       3,129.0   (4,583.0)   1,235.0
GENCORP INC       GCY TH       1,411.1     (366.9)      27.9
GENCORP INC       GCY GR       1,411.1     (366.9)      27.9
GENCORP INC       GY US        1,411.1     (366.9)      27.9
GLG PARTNERS INC  GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)     156.9
GLOBAL BRASS & C  6GB GR         576.5      (37.0)     286.9
GLOBAL BRASS & C  BRSS US        576.5      (37.0)     286.9
GOLD RESERVE INC  GRZ CN          23.7       (0.1)     (17.3)
GOLD RESERVE INC  GDRZF US        23.7       (0.1)     (17.3)
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)     298.5
HCA HOLDINGS INC  2BH GR      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC  2BH TH      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC  HCA US      27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN  HDS US       6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN  5HD GR       6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A   HOV US       1,664.1     (467.2)     950.2
HOVNANIAN ENT-A   HO3 GR       1,664.1     (467.2)     950.2
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTC US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU  IMNP TQ          1.0      (16.2)      (8.9)
INCYTE CORP       INCY US        334.2      (27.8)     210.4
INCYTE CORP       ICY GR         334.2      (27.8)     210.4
INCYTE CORP       ICY TH         334.2      (27.8)     210.4
INFOR US INC      LWSN US      6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI  NPR1 GR         22.2      (63.5)     (70.0)
INSYS THERAPEUTI  INSY US         22.2      (63.5)     (70.0)
IPCS INC          IPCS US        559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)       2.2
JUST ENERGY GROU  1JE GR       1,505.7     (215.4)     (97.4)
JUST ENERGY GROU  JE US        1,505.7     (215.4)     (97.4)
JUST ENERGY GROU  JE CN        1,505.7     (215.4)     (97.4)
L BRANDS INC      LTD US       6,072.0     (861.0)     613.0
L BRANDS INC      LTD TH       6,072.0     (861.0)     613.0
L BRANDS INC      LTD GR       6,072.0     (861.0)     613.0
LIN MEDIA LLC     L2M TH       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC     LIN US       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC     L2M GR       1,221.8      (63.5)     (97.2)
LIPOCINE INC      LPCN US          0.0       (0.0)      (0.0)
LORILLARD INC     LLV GR       3,335.0   (1,855.0)   1,587.0
LORILLARD INC     LLV TH       3,335.0   (1,855.0)   1,587.0
LORILLARD INC     LO US        3,335.0   (1,855.0)   1,587.0
MANNKIND CORP     MNKD US        212.4     (152.4)    (234.6)
MANNKIND CORP     NNF1 GR        212.4     (152.4)    (234.6)
MANNKIND CORP     NNF1 TH        212.4     (152.4)    (234.6)
MARRIOTT INTL-A   MAQ GR       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A   MAR US       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A   MAQ TH       6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO  MBII US         25.6      (47.8)     (12.8)
MDC PARTNERS-A    MDCA US      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A    MD7A GR      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A    MDZ/A CN     1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A   MEG US         739.6     (206.4)      30.6
MERITOR INC       MTOR US      2,477.0   (1,059.0)     278.0
MERITOR INC       AID1 GR      2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA  MACK US        107.3      (58.3)      28.2
MONEYGRAM INTERN  MGI US       5,075.8     (148.2)      30.1
MORGANS HOTEL GR  M1U GR         580.7     (163.7)       9.9
MORGANS HOTEL GR  MHGC US        580.7     (163.7)       9.9
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)       -
NANOSTRING TECHN  NSTG US         30.5       (2.0)      10.9
NATIONAL CINEMED  NCMI US        952.5     (224.6)     128.8
NATIONAL CINEMED  XWM GR         952.5     (224.6)     128.8
NAVISTAR INTL     IHR TH       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL     IHR GR       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL     NAV US       8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT  NKTR US        412.8      (40.5)     144.1
NEKTAR THERAPEUT  ITH GR         412.8      (40.5)     144.1
NYMOX PHARMACEUT  NY2 GR           1.4       (6.9)      (2.7)
NYMOX PHARMACEUT  NYMX US          1.4       (6.9)      (2.7)
NYMOX PHARMACEUT  NY2 TH           1.4       (6.9)      (2.7)
ODYSSEY MARINE    OMEX US         29.2       (5.6)     (16.0)
OMEROS CORP       OMER US         23.1      (12.3)      10.4
OMEROS CORP       3O8 GR          23.1      (12.3)      10.4
OMTHERA PHARMACE  OMTH US         18.3       (8.5)     (12.0)
OPHTHTECH CORP    OPHT US         40.2       (7.3)      34.3
PALM INC          PALM US      1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDL GR         401.4       (1.3)      46.7
PDL BIOPHARMA IN  PDL TH         401.4       (1.3)      46.7
PDL BIOPHARMA IN  PDLI US        401.4       (1.3)      46.7
PHILIP MORRIS IN  4I1 GR      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  4I1 TH      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  PM1EUR EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  PM FP       37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  PM1 TE      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  PM1CHF EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  PMI SW      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN  PM US       37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR    PHMO34 BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US      1,102.0      (70.2)     194.4
PLY GEM HOLDINGS  PG6 GR       1,102.0      (70.2)     194.4
PROTALEX INC      PRTX US          2.5       (8.5)      (2.4)
PROTECTION ONE    PONE US        562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US        474.4      (42.0)      99.0
QUINTILES TRANSN  Q US         2,426.7   (1,322.3)     217.5
QUINTILES TRANSN  QTS GR       2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A  RGC US       2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A  RETA GR      2,608.4     (697.9)     (21.2)
RENAISSANCE LEA   RLRN US         57.0      (28.2)     (31.4)
RENTPATH INC      PRM US         208.0      (91.7)       3.6
REVLON INC-A      RVL1 GR      1,269.7     (632.4)     180.6
REVLON INC-A      REV US       1,269.7     (632.4)     180.6
RINGCENTRAL IN-A  RNG US          48.5      (20.7)     (22.8)
RITE AID CORP     RTA GR       7,169.0   (2,317.9)   1,943.6
RITE AID CORP     RAD US       7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP  RURL US        303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US       1,925.8     (294.4)     503.5
SALLY BEAUTY HOL  S7V GR       1,925.8     (294.4)     503.5
SILVER SPRING NE  9SI GR         506.9      (86.7)      69.5
SILVER SPRING NE  SSNI US        506.9      (86.7)      69.5
SILVER SPRING NE  9SI TH         506.9      (86.7)      69.5
SUNESIS PHARMAC   RYIN TH         50.6       (5.8)      15.3
SUNESIS PHARMAC   RYIN GR         50.6       (5.8)      15.3
SUNESIS PHARMAC   SNSS US         50.6       (5.8)      15.3
SUNGAME CORP      SGMZ US          0.2       (2.0)      (2.0)
SUPERVALU INC     SVU US       4,691.0   (1,084.0)       2.0
SUPERVALU INC     SVU* MM      4,691.0   (1,084.0)       2.0
SUPERVALU INC     SJ1 GR       4,691.0   (1,084.0)       2.0
SUPERVALU INC     SJ1 TH       4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS   TCO US       3,369.8     (191.4)       -
TAUBMAN CENTERS   TU8 GR       3,369.8     (191.4)       -
THRESHOLD PHARMA  NZW1 GR        104.5      (25.2)      80.0
THRESHOLD PHARMA  THLD US        104.5      (25.2)      80.0
TOWN SPORTS INTE  CLUB US        414.5      (43.7)     (14.3)
TOWN SPORTS INTE  T3D GR         414.5      (43.7)     (14.3)
TROVAGENE INC-U   TROVU US         9.6       (2.5)       7.1
ULTRA PETROLEUM   UPM GR       2,062.9     (441.1)    (266.6)
ULTRA PETROLEUM   UPL US       2,062.9     (441.1)    (266.6)
UNISYS CORP       UIS US       2,275.8   (1,536.0)     412.2
UNISYS CORP       UIS1 SW      2,275.8   (1,536.0)     412.2
UNISYS CORP       UISCHF EU    2,275.8   (1,536.0)     412.2
UNISYS CORP       UISEUR EU    2,275.8   (1,536.0)     412.2
UNISYS CORP       USY1 TH      2,275.8   (1,536.0)     412.2
UNISYS CORP       USY1 GR      2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD  VGR US       1,069.5     (129.5)     384.8
VECTOR GROUP LTD  VGR GR       1,069.5     (129.5)     384.8
VENOCO INC        VQ US          695.2     (258.7)     (39.2)
VERISIGN INC      VRS GR       2,524.8     (273.9)     312.7
VERISIGN INC      VRSN US      2,524.8     (273.9)     312.7
VERISIGN INC      VRS TH       2,524.8     (273.9)     312.7
VIRGIN MOBILE-A   VM US          307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US        334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US       1,310.8   (1,561.1)     (84.7)
WEIGHT WATCHERS   WW6 GR       1,310.8   (1,561.1)     (84.7)
WEST CORP         WT2 GR       3,462.1     (819.5)     338.0
WEST CORP         WSTC US      3,462.1     (819.5)     338.0
WESTMORELAND COA  WLB US         933.6     (281.6)     (11.1)
XERIUM TECHNOLOG  XRM US         600.8      (35.1)     123.8
XOMA CORP         XOMA US         76.9      (16.9)      46.5
XOMA CORP         XOMA GR         76.9      (16.9)      46.5
XOMA CORP         XOMA TH         76.9      (16.9)      46.5
YRC WORLDWIDE IN  YRCW US      2,172.5     (641.5)     105.5



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***