TCR_Public/131002.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, October 2, 2013, Vol. 17, No. 273

                            Headlines

30DC INC: Delays Form 10-K for Fiscal 2013
91 LLC: Voluntary Chapter 11 Case Summary
ABERDEEN LAND: Aberdeen CDD and US Bank Ask Court for Stay Relief
AGFEED USA: Can Access Farm Credit's Cash Collateral Until Jan. 10
AGFEED USA: Nov. 12 General Bar Date for Filing of Proofs of Claim

AGFEED USA: Equity Committee Can Retain EG as Co-Counsel
AGFEED USA: AgFeed Industries Can Employ L&W as Special Counsel
AMERICAN AIRLINES: U.S. Challenges Theories on Document Turnover
AMERICAN AIRLINES: Bondholders Seek Rehearing on Make-Whole Appeal
AMERICAN AIRLINES: US Airways Flight Attendants to Push for Merger

AMERICAN MEDIA: Inks Exchange Agreement with Note Holders
ANCHOR BANCORP: Ch. 11 Plan Declared Effective
ARCAPITA BANK: Eyes New Investments after First Gulf Chapter 11
ATLANTIC COAST: James Hogan Named Director & Interim CFO
AVIATION SERVICES: Files for Chapter 11 Protection in Guam

BELLE FOODS: Rouses Markets Acquires Six Stores in Alabama
BERNARD L. MADOFF: Picard Won't Distribute $1.38BB Pending Appeal
BG MEDICINE: Fails to Comply with NASDAQ's $1 Bid Price Rule
BILL BARRETT: S&P Lowers CCR to 'B+' on Slower Oil Growth
BRODY MINING: Section 341(a) Meeting Set on November 4

BURLINGTON COAT: S&P Puts 'B-' CCR on CreditWatch Positive
CAESARS ENTERTAINMENT: Relocated Ferris Wheel to Frame Debt Talks
CAPITOL BANCORP: Panel Sues to Block Purchase of D&O Insurance
CAPITOL BANCORP: Oct. 16 Hearing on Adequacy of Plan Outline
CAPITOL BANCORP: Seeks Estimation of Certain Shareholders' Claims

CNH INDUSTRIAL: Moody's Assigns 'Ba1' CFR; Outlook Stable
COLOREP INC: Industrial Printer Still Has No Buyer
COMPETITIVE TECHNOLOGIES: ASC Recap Had 9% Stake at Sept. 16
COMPLETE LANDSCAPING: Case Summary & 20 Top Unsecured Creditors
COUNTRYWIDE FINANCIAL: Whistle-Blower Says U.S. Talks Spurred Suit

CUMULUS MEDIA: To Sell $100 Million of Class A Shares
DAVIS IRON: Case Summary & 20 Largest Unsecured Creditors
DETROIT, MI: Fitch Lowers ULTGOs, LTGOs Bonds Rating to 'D'
DEWEY & LEBOEUF: 450 Ex-Partners Sued for $1.6MM Over Broken Lease
DOGWOOD PROPERTIES: Court Approves Disclosure Statement

EAST END: Court Confirms Plan, Amalgamated Wins Auction
EASTMAN KODAK: $63-Mil. in Fees for 200+ Attorneys
ENERGY FUTURE: Second-Lien Notes Rally Before Coupon Payment
EVERGREEN INTERNATIONAL: Moody's Withdraws All Ratings
FAMILY FOUR: Case Summary & 7 Unsecured Creditors

FIRST SECURITY: Completes $5 Million Rights Offering
FLORIDA GAMING: Shareholders Invited to Join Equity Committee
FOOD CORPORATION: Voluntary Chapter 11 Case Summary
FR UTILITY: S&P Assigns 'B' CCR & Rates $185MM Loan 'B+'
FRESH & EASY: Files Bankruptcy to Finish Burkle Sale

FRESH & EASY: Meeting to Form Creditors' Panel Set for Oct. 9
FURNITURE BRANDS: KPS Capital Has $280 Million Rival Proposal
GATEHOUSE MEDIA: Mulls Six-Week Sojourn in Chapter 11
GATEHOUSE MEDIA: Moody's Cuts PDR to D-PD Over Bankruptcy Filing
GELTECH SOLUTIONS: Incurs $5.2 Million in Fiscal 2013

GENERAL MOTORS: Old GM Cuts Nova Scotia Debt Claims to $1.55B
GFI COMMERCIAL: Bankruptcy Court Orders on Meyer Fees Upheld
GROEB FARMS: Files Voluntary Chapter 11 Bankruptcy Petition
HAWKEYE ENTERTAINMENT: Case Summary & 9 Top Unsecured Creditors
HERITAGE INT'L: Case Summary & 14 Largest Unsecured Creditors

HI-LO SALES: Voluntary Chapter 11 Case Summary
HOUSTON REGIONAL: Creditors Seek to Force Bankruptcy
JACKSONVILLE BANCORP: Appoints New Directors to Board Committees
JJC INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
JOHN CARRIS: FINRA Seeks Cease-and-Desist Order Over Fraud

JS HOLDINGS: Voluntary Chapter 11 Case Summary
KEYWELL LLC: Titanium-Scrap Supplier Sets Dec. 2 Auction
LANDAUER HEALTHCARE: Creditors Squeeze More From Buyer Quadrant
LEVEL 3 COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
LINC USA: S&P Withdraws 'B-' CCR on Lack of Sufficient Information
LIGHTSQUARED LP: Dish Network Sued Over $1-Bil. Debt Purchases

LIGHTSQUARED INC: Court OKs Expense Reimbursement for LBAC, MAST
LIGHTSQUARED INC: Has Agreement With Lenders on Auction Process
LILY GROUP: Section 341(a) Meeting Scheduled for Nov. 1
LIME ENERGY: Promotes Adam Procell to President and COO
MEDICURE INC: Incurs C$2.6 Million Net Loss in Fiscal 2013

MIDSTATES PETROLEUM: S&P Affirms 'B' CCR & Revises Outlook
MIDVALE PARK: Voluntary Chapter 11 Case Summary
MORGANS HOTEL: Issues 439,309 Common Shares to NorthStar Capital
MOTORS LIQUIDATION: To Settle Nova Scotia Litigation
MPG OFFICE: Merger Agreement "Outside Date" Extended to Oct. 15

MSD PERFORMANCE: Unsecured Creditors Target Cash-Collateral Motion
MSD PERFORMANCE: Panel Opposes Fast Sale of Racing-Parts Business
NET TALK.COM: Taps Zachary Salum as New Accountants
NEOMEDIA TECHNOLOGIES: Stockholders Reject Reverse Stock Split
NESBITT PORTLAND: 2 Hilton Units Still Oppose Second Amended Plan

NESBITT PORTLAND: Can Employ Jones Lang as Real Estate Broker
NEW CENTURY FIN'L: Bid for Borrowers Committee Denied
NEW YORK OPERA: Expected to File for Bankruptcy
NORTHCORE TECHNOLOGIES: Begins Trading on NEX Exchange
NUVERRA ENVIRONMENTAL: Wolf Haldenstein Files Class Action

OCLARO INC: Grant Thornton Raises Going Concern Doubt
OLYMPIC HOLDINGS: Chapter 11 Case Dismissed
ORCHARD SUPPLY: Seeks Extension of Lease Decision Deadline
ORMET CORP: Seeks Longer Exclusivity as Sale Not Completed
OVERSEAS SHIPHOLDING: OSG Gets Court OK to Revise BP Contract

OVERSEAS SHIPHOLDING: Can Hire Venable as Litigation Counsel
OXFORD BUILDING: Driveway Maintenance & DDR Suits Remanded
PACIFIC RUBIALES: Petrominerales Acquisition Credit Neutral
PANACHE CUISINE: Payment of Belair PACA Claim Blocked
PARADE PLACE: Case Summary & 20 Largest Unsecured Creditors

PATRIOT COAL: Panel Can Retain H5 to Provide Expert Search Svcs.
PATRIOT COAL: Peabody, Arch Dodge Coal Miners' Suit Over Spinoff
PATRIOT COAL: Judge Tosses Union's Suit over Retiree Benefits
PATRIOT CORP: Peabody Must Produce Requested Documents by Oct. 31
PATRIOT CORP: Court Okays Settlement Agreement with ACE Companies

PENSACOLA BEACH: Has Bankruptcy Case Dismissed
PENSON WORLDWIDE: Court Dismisses GTP1's Chapter 11 Case
PENTON BUSINESS: S&P Hikes 1st Lien Credit Facility to 'B+'
PENTON OPERATING: Moody's Revises First Lien Debt Rating to 'B1'
PETTERS COMPANY: Fallout Continues Five Years Later

PLC SYSTEMS: Barry Honig Held 6.7% Equity Stake at Sept. 23
PLY GEM HOLDINGS: Presented at Zelman Housing Summit
PMI GROUP: Emerges From Bankruptcy Protection
PONTIKI COAL: Excel Issues WARN Notices to Mining Complex Workers
PPL MONTANA: S&P Affirms 'BB+' Rating & Revises Outlook to Stable

PRESIDENTIAL REALTY: Bank Takes Possession of Hato Rey Property
PRIME PROPERTIES: Files Ch. 11 Plan and Disclosure Statement
PROGRESSIVE SOLUTIONS: S&P Assigns 'B' CCR; Outlook Stable
PROVIDENT FINANCING: Fitch Affirms BB+ Capital Securities Rating
PROXYMED INC: Dist. Ct. Denies Kelly's Bid to Dismiss NHB Suit

QUEBECOR WORLD: Trustee May Recoup $115,000 Against Binswanger
RDC PROPERTIES: Case Summary & 5 Unsecured Creditors
RESIDENTIAL CAPITAL: Proposes $2MM Bonus for Restructuring Officer
RITE AID: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
ROSEVILLE SENIOR: Voluntary Chapter 11 Case Summary

ROTECH HEALTHCARE: Emerges From Bankruptcy Owned by Noteholders
SARKIS INVESTMENTS: Court OKs Baker Hostetler as General Counsel
SHARP ELECTRONICS: S&P Affirms & Withdraws 'B+' Rating
SYNCREON GROUP: Moody's Assigns 'B2' CFR; Outlook Negative
ST. JOSEPH HEALTH: Fitch Keeps 'CCC' Bond Rating on Watch Positive

STOCKTON, CA: Discloses Some Details on Debt-Adjustment Plan
SYNCREON GROUP: S&P Rates $625MM Seenior Secured Facility 'B'
T.C. CUISINE: Voluntary Chapter 11 Case Summary
TPF II LC: S&P Rates $370MM Senior Secured Facilities 'BB-'
TRIMAS CORP: Moody's Hikes CFR to 'Ba2'; Outlook Stable

UNITED REFINING: S&P Raises Rating on 10.5% Secured Notes to 'BB-'
UNITED RENTALS: Good Performance Cues Moody's to Lift CFR to B1
UTILITY SERVICES: $215MM Sr. Debt Facility Gets Moody's B3 Rating
VV HOSPITALITY: Case Summary & 16 Largest Unsecured Creditors
WILLIAM LYON: Rising Profits Prompt Moody's to Raise CFR to B3

* Moody's: Gov't Payment Delays Could Weaken Defense Contractors
* Joel Zweibel, Retired O'Melveny Bankruptcy Lawyer, Dies at 78
* Chapter 13 Plan Can Be Binding on Trustee
* State Turnover Order Doesn't Terminate Exempt Status

* Judicial Estoppel Doesn't Bar Undisclosed Lawsuit
* Canada Bankruptcies Increase 3.7% in July From June
* Bankruptcy Court to Limp Along Initially, Chief Judge Says

* Upcoming Meetings, Conferences and Seminars

                            *********

30DC INC: Delays Form 10-K for Fiscal 2013
------------------------------------------
30DC, Inc., was unable without unreasonable effort and expense to
prepare its accounting records and schedules in sufficient time to
allow its accountants to complete their review of the Company's
financial statements for the period ended June 30, 2013, before
the required filing date for the subject annual report on Form
10-K.  The Company intends to file the subject Annual Report on
Form 10-K on or before the thirtieth calendar day following the
prescribed due date.

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.  As of Sept. 30, 2012, the Company
had $2.25 million in total assets, $2.41 million in total
liabilities and a $166,465 total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of June
30, 2012.


91 LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: 91 LLC
        2929 East Camelback Road, Suite 118
        Phoenix, AZ 85016

Case No.: 13-51535

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Scott M. Charmoy, Esq.
                  CHARMOY & CHARMOY
                  1261 Post Road
                  P.O. Box 804
                  Fairfield, CT 06824
                  Tel: (203) 255-8100
                  Fax: 203-255-8101
                  Email: scottcharmoy@charmoy.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Michael Peloquin, manager.

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


ABERDEEN LAND: Aberdeen CDD and US Bank Ask Court for Stay Relief
-----------------------------------------------------------------
Aberdeen Community Development District (the "CDD") and U.S. Bank
National Association, as trustee under that certain Master Trust
dated as of Oct. 1, 2005, by and between Aberdeen Community
Development District and the Trustee, ask the U.S. Bankruptcy
Court for the Middle District of Florida for relief from the
automatic stay to allow them to proceed with all rights and
remedies, including but not limited to rescheduling a foreclosure
sale on the single asset real estate owned by Aberdeen II, LLC.

As grounds for cause, Movants submit that this bankruptcy case was
filed in bad faith under the factors considered by the Eleventh
Circuit in In re Phoenix Piccadilly, Ltd., 849 F.2d 1393, 1394
(11th Cir. 1988).

The preliminary hearing on the Joint Motion for Relief from
Automatic Stay is scheduled for Oct. 21, 2013, at 1:30 p.m.

According to papers filed with the Court, the Debtor's Property is
subject to special assessments levied by the CDD pursuant to
chapters 170, 190, and 197, Fla. Stat. for the construction and
development of infrastructure and improvements related to the
Property and surrounding community, including but not limited to
operation and maintenance assessments to fund the CDD.

Based on information derived from the Debtor's schedules, as of
the Petition Date, the CDD Liens secure debts exceeding
$23.7 million.

The Movants relate that on or around Dec. 3, 2010, the CDD
commenced actions to foreclose the CDD Liens on the Property in
the Circuit Court for the Seventeenth Judicial Circuit in and for
St. Johns County, Florida Actions").  Foreclosure sales of the
Property were scheduled in the Foreclosure Actions for July 2,
2013 (the "Foreclosure Sales"), one day after the Petition Date.

According to the Movants, the Debtor filed the Bankruptcy Petition
not only to avoid the Foreclosure Sales, but also to use financing
obtained with a security interest on the CDD's collateral to pay
an equity contribution to Aberdeen Portfolio, LLC (in full, plus
post-petition interest) and a mortgage lien (held by BBX Capital
Asset Management, LLC, which lien could have been released prior
to the Debtor's assumption) that were both obtained without
consideration and for the sole purpose of artificially creating an
accepting impaired class to cramdown the treatment of the CDD
lien.

A copy of the Motion is available at:

           http://bankrupt.com/misc/aberdeen.doc.59.pdf

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.


AGFEED USA: Can Access Farm Credit's Cash Collateral Until Jan. 10
------------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the second amendment to the final
order authorizing AgFeed USA, LLC, et al., to use cash collateral
of Lenders Farm Credit Services of America, PCA, and Farm Credit
Services of America, FLCA.

The Debtors' authority to use Cash Collateral will automatically
expired on the earlier of (i) Jan. 10, 2014, at 11:59 p.m., or
(ii) regardless of whether the Debtors have expended the entire
amount set forth in the Budget, the failure by the Debtors to
comply with any provision of the Final Order as amended by the
First Amendment to Final Order, or the occurrence of any Event of
Default.

The previously agreed sale milestones are revised to provide that
on or before Sept. 13, 2013, (i) the Debtors will have closed the
sale transaction pursuant to the Successful Bid and will have paid
to the Prepetition Lenders all available cash over $5,000,000 (the
"Pay Down Amount"), but in no event will the Pay Down Amount be
less than $48 million; (ii) the Debtors will have obtained a
Second Amendment to Final Order that provides for a payment of
Lenders' claims in full on or before Dec. 20, 2013.

A full-text copy of the Second Amendment to Final Order, dated
Sept. 13, 2013, is available for free at:

       http://bankrupt.com/misc/AGFEEDUSA_cash coll_order.pdf

A full-text copy of the Final Order, dated Aug. 1, 2013, is
available for free at:

       http://bankrupt.com/misc/AGFEEDUSA.doc104.pdf

About AgFeed Industries

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

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

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

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


AGFEED USA: Nov. 12 General Bar Date for Filing of Proofs of Claim
------------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has established Nov. 12, 2013, at 4:00 p.m.
as the General Bar Date for the filing of Proofs of Claim against
AgFeed USA, LLC, et al.  The General Bar Date also applies to
Claims arising under section 503(b)(9) of the Bankruptcy Code.

The Governmental Bar Date is Jan. 13, 2014, at 4:00 p.m.

The Bar Date for any Entity holding a Rejection Damages Claim
arising from the rejection of an executory contract or unexpired
lease pursuant to an order entered prior to the confirmation of a
Chapter 11 Plan will be the later of either (i) the General Bar
Date, (ii) 4:00 p.m. on the date that is 30 days after entry of an
order approving the rejection of an executory contract or
unexpired lease pursuant to which the Entity asserting the
Rejection Damages Claim is a party, or (iii) such other date at
the Court may establish.

About AgFeed Industries

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

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

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

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


AGFEED USA: Equity Committee Can Retain EG as Co-Counsel
--------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has granted the Official Committee of Equity
Security Holders of AgFeed USA, LLC, et al., permission to employ
and retain Elliott Greenleaf as co-counsel to the Equity
Committee, nunc pro tunc to Aug. 23, 2013.

As reported in the TCR on Sept. 18, 2013, EG professionals who
will take a primary role in representing the Equity Committee and
their hourly rates are:

Rafael X. Zahralddin-Aravena, Esq.  rxza@elliottgreenleaf.com $610
Shelley A. Kinsella, Esq.           sak@elliottgreenleaf.com  $450
Eric M. Sutty, Esq.                 ems@elliottgreenleaf.com  $450
Jonathan M. Stemerman, Esq.         jms@elliottgreenleaf.com  $375
Aurelia X. Lyles                                              $225
Sandra I. Collazo, Esq.                                       $225
Ian D. Densmore, Esq.                                         $225
Jennifer L. Ford, Esq.                                        $225

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

Mr. Zahralddin-Aravena, a shareholder, director and chair of the
bankruptcy department of the Wilmington Office in the firm of
Elliott Greenleaf, in Wilmington, Delaware, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Equity Committee's.

About AgFeed Industries

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

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

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

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


AGFEED USA: AgFeed Industries Can Employ L&W as Special Counsel
---------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has authorized AgFeed Industries, Inc., to
employ Latham & Watkins LLP as the Debtor's special counsel, nunc
pro tunc to the Petition Date.

The hearing to consider the Application solely as it relates to
the proposed retention of L&W to represent the individual
defendants in the Securities Class Action will be continued to
Sept. 30, 2013, at 10:00 a.m.

L&W will provide these services:

(a) continuing representation of the Debtor, as well as the
individuals who did not receive Wells Calls in the SEC
Investigation;

b) assisting the individuals receiving Wells Calls in the SEC
Investigation in connection with the transition to separate
counsel; and

(c) continuing representation of the Debtor in the Securities
Class Action.

As reported in the TCR on Sept. 4, 2013, the firm's rates are:

    Billing Category                 Range of Hourly Rates
    ----------------                 ---------------------
    Partners                              $830-$1200
    Senior Counsel                        $820-$1020
    Associate                             $395-$825
    Paralegal & Analyst                   $170-$615
    Project Assistant                     $190-245

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. Challenges Theories on Document Turnover
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports AMR Corp. and US Airways Group Inc. have no right to
demand information from interviews conducted before the U.S.
Justice Department sued to bar the two airlines from merging, the
government said in court papers filed late last week.  The
airlines said they are entitled to factual information the
government developed in deciding not to challenge prior airline
mergers.  The airlines also want facts the government learned in
pre-lawsuit interviews in the process of deciding whether there
would be so much concentration as to constitute a violation of
antitrust law.

According to the report, with regard to prior mergers, the Justice
Department said that "no court has ever ordered similar
disclosures by federal antitrust enforcement officials."  The
government likewise contended there's no difference between
"factual analyses" and "legal analyses."  Both categories, the
U.S. said, are protected from disclosure "because they were
prepared in the course of an active investigation focusing on
specific events."  Demands for facts learned in interviews have
"been directly rejected in recent antitrust enforcement actions,"
the government said in its filing.  The U.S. pointed to a decision
by the federal appeals court in Washington as having ruled that
"parties cannot request facts contained in witness interview notes
instead of the notes or memoranda themselves."

The report notes that the document dispute will be decided by
former Washington Superior Court Judge Richard A. Levie, who was
appointed by the district judge to serve as special master.  His
rulings will be final unless he decides they are of sufficient
gravity for review by the judge presiding over the antitrust suit.
The antitrust trial begins in late November.  If they win, the two
airlines will be free to merge under the Chapter 11 plan for AMR,
the parent of American Airlines.  The bankruptcy judge is
scheduled to sign a confirmation order this week formally
approving AMR's plan.

The report relates that AMR's plan can't be implemented unless the
antitrust suit is defeated.  AMR's stock has been rising following
a three-day plunge after the government sued.  From $5.81 a share
just before the suit, the stock dropped to $2.57 in three days'
trading.  It has risen since then, closing on Sept. 27 at $4.37,
up 2 cents in over-the-counter trading.  Trading for 40 cents in
October, the stock rose to $1.30 before the merger was announced
in February and marked a post bankruptcy high of $6.85 on May 16.

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Bondholders Seek Rehearing on Make-Whole Appeal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. has two more hurdles to surmount before
being assured of the right to pay the remainder of $1.2 billion in
aircraft bonds without a "make-whole" premium coming due if the
debt was repaid before maturity.

According to the report, last week the bondholders filed papers
asking all active judges on the U.S. Court of Appeals in Manhattan
to review a decision by a three-judge panel of the court on Sept.
12 that concluded the make-whole isn't owed when the parent of
American Airlines emerges from bankruptcy reorganization.  To keep
aircraft standing as collateral for the bondholders, AMR was
required to promise under Section 1110(a) of the Bankruptcy Code
to perform "all obligations" under the loan documents.  The three-
judge panel combined Section 1110(a) and language in the loan
documents to conclude that the make whole isn't owed.

The report notes that in last week's papers, the bondholders
contended the panel misread Section 1110(a).  They said the case
is entitled to reexamination by a full court, known as an en banc
re-argument, because it "involves a question of exceptional
importance to the aircraft financing industry."  They contended
that aircraft loans will be more costly and less available unless
the panel's opinion is reversed.  The New York appeals court is
noted for being reluctant to allow en banc rehearings.  There's no
set period within which the appeals court decides whether to allow
argument again.  All judges on the circuit court will be given the
bondholders' papers in deciding if rehearing is justified.

The report relates that if the appeals court won't allow another
argument, the bondholders have the right to ask the U.S. Supreme
Court to allow an appeal.  The loans being paid early call for
interest at rates of 8.6 percent to 13 percent.  AMR has said
replacement debt would bear interest comparable to the 4 percent
to 4.75 percent other major airlines recently negotiated.

The report discloses that with the bankruptcy court's permission,
AMR conducted a tender offer in which holders of 26.7 percent of
the bonds involved in the appeal agreed by the August deadline to
take more than par, although less than that would have been owed
were the make-whole enforceable.

The appeal is U.S. Bank Trust NA v. AMR Corp., 13-1204, U.S. Court
of Appeals for the Second Circuit (Manhattan).

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: US Airways Flight Attendants to Push for Merger
------------------------------------------------------------------
US Airways Flight Attendants, represented by the Association of
Flight Attendants-CWA (AFA), continue to advocate for the vast
opportunities created by a US Airways/American Airlines merger as
the Texas Attorney General formally withdrew from the Department
of Justice lawsuit seeking to block what will become the world's
largest airline.  Roger Holmin, AFA President at US Airways, made
the following statement:

"Tuesday's move by the Texas Attorney General recognizes what
constituents in the state and across the nation have been saying:
the US Airways/American merger is right for our country and it is
right for US Airways and American Airlines workers.

"We are grateful for the support of Texas State Senator Wendy
Davis who has continued to fight for Flight Attendants and other
employees through this process.  Additionally, we are thankful for
the backing of several key members of the Texas congressional
delegation as well as prominent mayors across the state of Texas
for continuing to support a merger that provides the opportunity
for good jobs.

"A US Airways/American merger would simply put the new American on
par with other airlines, creating real competition in the process
and real opportunities for workers.  Communities served by the
merged airline will gain access to greater service across a
massive network of routes.  Without a strong competitor like the
merged US Airways and American, current mega-carriers will only
expand their market dominance.

"In this lawsuit, DOJ risks destroying the only merger that has a
chance of competing against carriers large and small in order to
protect consumers.  AFA will continue to push back against any
strategy that leaves our American and American Eagle colleagues in
limbo, languishing in bankruptcy.

"This combination is the first merger that includes the key role
of employees.  It signals job security and contract improvement
opportunities for the combined Flight Attendant workforce. This
provides a positive outlook for airline workers for the first time
in over a decade."

The Association of Flight Attendants ? http://www.afacwa.org-- is
the world's largest Flight Attendant union.  Focused 100 percent
on Flight Attendant issues, AFA has been the leader in advancing
the Flight Attendant profession for 68 years.  Serving as the
voice for Flight Attendants in the workplace, in the aviation
industry, in the media and on Capitol Hill, AFA has transformed
the Flight Attendant profession by raising wages, benefits and
working conditions.  Nearly 60,000 Flight Attendants come together
to form AFA, part of the 700,000-member strong Communications
Workers of America (CWA), AFL-CIO.


AMERICAN MEDIA: Inks Exchange Agreement with Note Holders
---------------------------------------------------------
American Media, Inc., entered into an exchange agreement with
holders of approximately $94.3 million aggregate principal amount
of the Company's existing 13 1/2 percent second lien notes.  These
holders will exchange their existing second lien notes for a new
series of 10 percent second lien notes with a payment-in-kind
feature.  As a result, AMI is expected to save approximately $12
million per year in cash interest payments over the next three
years, and AMI has agreed to use this savings to repurchase its
first lien bonds.  In addition, the holders have agreed to support
certain additional exchange transactions in the future, under
certain circumstances.

David J. Pecker, chairman, president and CEO of AMI, said, "This
exchange will reduce total debt and allow us to further invest in
digital opportunities and rapidly growing media products,
including Shape, Men's Fitness and our new book publishing
venture.  It will also increase AMI's financial flexibility."  Mr.
Pecker further commented: "This is a watershed event for AMI.
Some of our largest bondholders are recognizing the long-term
strategic plan of management, and this transaction improves our
liquidity, assists in future investments and provides a path to
unlock value for all stakeholders.  We are pleased by the
confidence investors have in AMI and believe their decision to
approach us on this significant transaction underscores the
extraordinary momentum of our business."

The exchange agreement is expected to close next week and is
subject to customary closing conditions.  There can be no
assurance that these transactions will occur.

Additional information is available for free at:

                       http://is.gd/FQeaCx

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

The Company's balance sheet at June 30, 2013, showed $593.16
million in total assets, $667.12 million in total liabilities, $3
million in redeemable noncontrolling interest and a $76.95 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.


ANCHOR BANCORP: Ch. 11 Plan Declared Effective
----------------------------------------------
BankruptcyData reported that Anchor BanCorp Wisconsin's
Prepackaged Plan of Reorganization became effective, and the
Company emerged from Chapter 11 protection. The Court confirmed
the Plan on August 30, 2013.

"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," comments Chris Bauer, president &
C.E.O. for AnchorBank. Bauer came out of retirement in 2009 to
lead the recapitalization effort, which included reorganizing and
recruiting a new senior management team.

According to documents filed with the Court, "Pursuant to the
Plan, the Company will discharge its senior secured credit
facility with approximately $183 million in outstanding
obligations for a cash payment of $49 million. In addition, the
Company's TARP preferred securities with an aggregate liquidation
preference and deferred dividends of approximately $139 million
will be cancelled in exchange for new common equity that will
represent approximately 3.3% of the pro forma equity of the
reorganized Company. New equity investors will represent in the
aggregate approximately 96.7% of the pro forma equity of the
reorganized Company. As of July 31, 2013, the Company had
21,247,225 shares of common stock issued and outstanding, all of
which will be cancelled for no consideration pursuant to the Plan
of Reorganization."

Also pursuant to the Plan, the Company converted from a Wisconsin
corporation to a Delaware corporation in accordance with Section
265 of the Delaware General Corporation Law. In connection with
Plan effectiveness, James Smessaert, Leonard Rush and Duane Morris
each resigned as members of the board and all committees thereof.

                      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.


ARCAPITA BANK: Eyes New Investments after First Gulf Chapter 11
---------------------------------------------------------------
David French, writing for Reuters, reported that Bahrain-based
Arcapita is aiming to build a new asset management firm with a
debut local deal in the logistics, education or healthcare sector
as the company recovers from the first Chapter 11 bankruptcy
process undertaken by a Gulf Arab entity.

According to the report, the Islamic investment firm emerged from
Chapter 11 on Sept. 17 after seeking court protection in March
2012 under hedge fund pressure ahead of the repayment of a $1.1
billion Islamic loan.

Under the court-approved restructuring plan, Arcapita is to be
split into two entities: one which will hold the existing company
assets as they are sold down to pay creditors, with a second in
charge of the process' management, the report related.

It is the latter which is hoping to rebuild itself going forward,
said Atif Abdulmalik, chief executive of Arcapita, with the entity
aiming to raise $100 million of new equity from original Arcapita
investors by January to help fund dealmaking, the report added.

"Our name still carries credibility and integrity as we kept on
facing our investors and shareholders even during the darkest days
of Chapter 11, telling them that what happened has happened but
we're not going to let you lose here," Abdulmalik told Reuters in
an interview in Dubai.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

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

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

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013, according to papers filed with the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 17, 2013.


ATLANTIC COAST: James Hogan Named Director & Interim CFO
--------------------------------------------------------
The Board of Directors of Atlantic Coast Financial Corporation
appointed James D. Hogan, 68, as a director of the Company and its
wholly owned subsidiary, Atlantic Coast Bank, in the class of
directors with a term expiring at the Company's 2015 Annual
Meeting of Stockholders.  Additionally, on Sept. 25, 2013, the
Board of Directors appointed Mr. Hogan as the Company's interim
chief financial officer.  Each of Mr. Hogan's appointment as a
director and interim CFO is contingent upon receipt of regulatory
non-objection from the Office of the Comptroller of the Currency
and the Federal Reserve Bank of Atlanta.

Prior to joining the Company, Mr. Hogan served as executive vice
president and chief financial officer of Customers Bancorp, Inc.
from October 2012 to August 2013, and as Customers Bank's
executive vice president and director of Enterprise Risk
Management from June 2010 to October 2012.  From May 2005 to June
2010, he was retired and did some private consulting.  From April
2001 to May 2005, Mr. Hogan was chief financial officer and
executive vice president of Sovereign Bancorp, Inc.  Prior to
Sovereign, he was executive vice president and corporate
controller of Firstar Bancorp (now US Bancorp) from October 1987
through April 2001.  Mr. Hogan passed the CPA examination in 1970
and kept an active license as a Certified Public Accountant
through 2005.  From 1970 through 1976 he was a bank audit
specialist with Coopers and Lybrand and was the Controller of The
Idaho First National Bank (West One Bank) from 1976 through 1987.
Mr. Hogan graduated from Miami University in 1970 with a B.S. in
Accounting.

Mr. Hogan will receive an annual base salary of $150,000 as well
as reimbursement for his temporary living expenses in
Jacksonville, Florida.  As of Sept. 27, 2013, Mr. Hogan held no
securities in the Company.

                       About Atlantic Coast

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

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

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


AVIATION SERVICES: Files for Chapter 11 Protection in Guam
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Freedom Air, serving Guam, Tinian, Rota, and Saipan,
filed a petition for Chapter 11 protection on Sept. 27 in Guam,
listing assets and debt both less than $10 million.

According to the report, the airline has been in existence for 30
years. On two occasions in the past 20 years, aircraft were
destroyed on the ground in typhoons.  Service to Samoa was
discontinued five years ago.

The case is In re Aviation Services Ltd., 13-00113, U.S.
Bankruptcy Court, District of Guam.


BELLE FOODS: Rouses Markets Acquires Six Stores in Alabama
----------------------------------------------------------
Rouses Markets, one of the largest independent grocers in the
South, is bringing its famous andouille, boudin, boiled crawfish
and other Gulf Coast favorites to Alabama.  In the next few weeks,
the family-owned and operated company will take ownership of six
former Belle Foods stores from Associated Wholesale Grocers, Inc.
(AWG), a retail-owner cooperative of which Rouses Markets is a
member.  AWG and its group of grocers and operators submitted the
winning bid last week at the Belle Foods bankruptcy auction in
Birmingham.

This is Rouses Markets' first expansion into Alabama.  The company
currently operates 38 stores in Louisiana and Mississippi.  Three
new stores in Louisiana were also recently announced.

The Alabama stores are located in Mobile, Gulf Shores, Spanish
Fort, Saraland and Theodore.  Rouses Markets won't take possession
until after the transfer to AWG is complete.  "The stores will
already be closed when we take ownership," said Donny Rouse,
managing partner of Rouses Markets, and third-generation owner.
"We're going to keep them closed while they undergo multimillion-
dollar remodeling.  We'll be adding in-store sausage kitchens,
seafood boiling rooms and other features we're famous for."  The
exact reopening dates for the stores will depend on construction
times.

Tommy Delaune, President of Tommy's Seafood in Chalmette, said
Rouses Markets' expansion into Alabama is good news for everyone.
"Fishermen across the Gulf Coast are excited about this.  They
know what it means for them and the economy.  Rouses' support
keeps our Gulf Coast fishermen working."

Rouses Markets was set to begin interviewing current Belle Foods
employees on Oct. 1, and Mr. Rouse says he hopes everyone applies
to join the Rouses' family.  "The right team members, with the
right training, make all of the difference in a customer's
shopping experience," said Mr. Rouse.  "I know people will
appreciate the level of training we offer, and the commitment we
make to our team members and community."

Current Belle Foods employees interested in joining Rouses can
also apply online at http://www.rouses.com/and e-mail
human.resources@rouses.com

                       About Rouses Markets

Rouses Markets -- http://www.rouses.com-- was founded in 1960.
Owned and operated by a second and third generation of the Rouse
family, the Louisiana-based company has 38 locations in two
states, and employs over 5,400 team members.  New ground-up
locations were recently announced in Lafayette, Baton Rouge and
Gretna, Louisiana.  Rouses Markets has been consistently voted
best supermarket and best place to work.


BERNARD L. MADOFF: Picard Won't Distribute $1.38BB Pending Appeal
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports customers of Bernard L. Madoff Investment Securities Inc.
won't be getting $1.38 billion held aside because several
creditors appealed from a ruling this month that claims can't be
inflated to reflect how long someone invested in Madoff's Ponzi
scheme.

The report recounts that the federal appeals court in Manhattan
ruled in August 2011 in the Madoff liquidation that fictitious
account statements issued to customers must be disregarded in
calculating claims.  At the time, the appeals court didn't rule on
whether claims could be increased to reflect the time-value of
money.  U.S. Bankruptcy Judge Burton R. Lifland handed down a
decision on Sept. 10 in favor of the trustee and saying the
statute allows customers to claim only cash they invested, without
an interest component.

According to the report, several customers filed appeals last
week.  Those appeals precluded Madoff trustee Irving Picard from
distributing the $1.38 billion held aside in case the courts allow
interest on claims.

The report notes that theoretically, Mr. Picard could distribute
the money because the customers didn't obtain a stay pending
appeal.  As a practical matter, Mr. Picard hasn't been making
distributions underlying issues on appeal.  If Mr. Picard loses on
appeal, he would have to try to recover money he distributed to
creditors.  Mr. Picard's spokeswoman Amanda Remus confirmed that
the trustee won't make a distribution of the $1.38 billion until
the appeal is finally concluded.

The report relates that in total, Mr. Picard is holding back $4.5
billion on account of various appeals and issues still in
litigation.  Final court rulings have allowed him to distribute
$4.76 billion from the $9.5 billion he collected.  Customers are
also in line to receive $2.2 billion forfeit to the U.S.
government.  The special master has yet to make a recommendation
to a federal district judge about the ground rules for
distributing the $2.2 billion.  The bankruptcy judge is letting
the customers take a direct appeal to the U.S. Court of Appeals on
the interest issue.  The appeals court must agree to accelerate
the appeal, however.  From recoveries in lawsuits coupled with
money advanced by the Securities Investor Protection Corp., Mr.
Picard has paid about 58 percent of customer claims totaling $17.3
billion.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers. Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BG MEDICINE: Fails to Comply with NASDAQ's $1 Bid Price Rule
------------------------------------------------------------
BG Medicine, Inc., received written notice from the Listing
Qualifications Department of The NASDAQ Stock Market LLC notifying
the Company that for the preceding 30 consecutive business days,
the Company's common stock did not maintain a minimum closing bid
price of $1.00 per share as required by NASDAQ Listing Rule
5450(a)(1).  The notice has no immediate effect on the listing or
trading of the Company's common stock and the common stock will
continue to trade on The NASDAQ Global Market under the symbol
"BGMD" at this time.

In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Company
has a grace period of 180 calendar days, or until March 24, 2014,
to regain compliance with NASDAQ Listing Rule 5450(a)(1).
Compliance can be achieved automatically and without further
action if the closing bid price of the Company's stock is at or
above $1.00 for a minimum of 10 consecutive business days at any
time during the 180-day compliance period.

If the Company does not achieve compliance with the Minimum Bid
Price Requirement by March 24, 2014, NASDAQ will notify the
Company that its common stock will be subject to delisting.  If
the Company receives a notice of delisting, the Company would then
be entitled to appeal the NASDAQ Staff's determination to a NASDAQ
Listing Qualifications Panel and request a hearing.  The Company
is currently considering available options to resolve the listing
deficiency and to regain compliance.  There can be no assurance
that the Company will be able to regain compliance with The NASDAQ
Global Market listing requirements.

Alternatively, if at that time the Company is in compliance with
the continued listing requirements for market value of publicly
held shares and all other initial listing standards for the NASDAQ
Capital Market other than the Minimum Bid Price Requirement, the
Company could apply to transfer the listing of its common stock to
The NASDAQ Capital Market and thereby receive an additional grace
period to gain compliance with the Minimum Bid Price Requirement.

As previously disclosed on May 17, 2013, the Company received a
letter from NASDAQ notifying the Company that for the preceding 30
consecutive business days, the Company's Market Value of Listed
Securities had closed below the minimum $50,000,000 requirement
for continued listing on The NASDAQ Global Market, as required by
NASDAQ Listing Rule 5450(b)(2)(A).  The Market Value of Listed
Securities Deficiency serves as an additional basis for delisting
the Company's common stock from NASDAQ, in addition to the Minimum
Bid Price Deficiency.  The Company is currently considering
available options to resolve these listing deficiencies and to
regain compliance.

                          About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

In its annual report for the period ended Dec. 31, 2012, the
Company said: "We expect to incur further losses in the
commercialization of our cardiovascular diagnostic test and the
operations of our business and have been dependent on funding our
operations through the issuance and sale of equity securities.
These circumstances may raise substantial doubt about our ability
to continue as a going concern."

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $18.32 million in total assets,
$14.32 million in total liabilities and $3.99 million in
stockholders' equity.


BILL BARRETT: S&P Lowers CCR to 'B+' on Slower Oil Growth
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Denver-based Bill Barrett Corp. to 'B+' from
'BB-'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on Bill
Barrett's senior unsecured debt to 'B' (one notch below the
corporate credit rating) from 'B+'.  The recovery rating on this
debt remains '5', indicating S&P's expectations for modest (10% to
30%) recovery for creditors in the event of a default.

The downgrade reflects S&P's revised expectations for BBG's oil
production growth and profitability for the remainder of 2013 and
2014.  Although BBG is essentially spending 100% of its capital on
oil projects, results have come in below expectations in the Uinta
Basin and the ramp up of activity has been slower than expected in
the D-J Basin, leading S&P to revise downward its oil production
estimates for 2013 and 2014.  S&P now expects that oil production
will grow 30% in 2013, compared with its earlier projections of
50%-55%, and S&P is expecting a similar growth rate in 2014.  As a
result of lower oil volumes, S&P has lowered its expectations for
profitability improvement next year.  S&P now expects leverage
will approach 4x at the end of 2014, which is above the
appropriate level for a 'BB-' rating given Bill Barrett's "weak"
business risk profile.

"The stable outlook reflects our view that BBG will continue to
expand its oil production and reserves, while maintaining leverage
at about 4x," said Standard & Poor's credit analyst Carin Dehne-
Kiley.

S&P could lower its rating if it expects leverage to exceed 4.5x
for a sustained period, which would most likely be due to capital
spending exceeding S&P's estimates or a large debt-financed
acquisition.  S&P also assumes potential asset sales will not
materially reduce leverage over a sustained period.  While S&P
considers an upgrade unlikely near term, it would consider raising
the rating if BBG were able to increase its scale, improve
unhedged profitability and maintain leverage below 3.5x.


BRODY MINING: Section 341(a) Meeting Set on November 4
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Brody Mining,
LLC, and Patriot Ventures, LLC, will be held on Nov. 4, 2013, at
10:00 a.m. at U.S. Trustee Meeting Room, Suite 6.365A.  Creditors
have until Oct. 24, 2013, to submit their proofs of claim.

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.

Brody Mining, LLC, and Patriot Ventures, LLC, filed Chapter 11
petitions (Bankr. E.D. Mo. Case Nos. 13-48727 and 13-48728) on
Sept. 23, 2013.  The petitions were signed by Jacquelyn A. Jones,
secretary.

Bryan Cave, LLP, serves as the Debtors' counsel.  Blackstone
Advisory Partners, L.P., acts as the Debtors' financial advisor.
AP Services, LLC, is the Debtors' restructuring advisor.  GCG,
INC., serves as the Debtors' claims, notice, and administrative
agent.  Ernst & Young, LLP, is the Debtors' independent auditors.


BURLINGTON COAT: S&P Puts 'B-' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-'
corporate credit rating and all other ratings on Burlington, N.J.-
based Burlington Coat Factory Warehouse Corp. on CreditWatch with
positive implications.

"The CreditWatch placement follows our view that Burlington Stores
Inc., (the parent of Burlington Coat Factory Warehouse Corp.,
Burlington Holdings LLC, and Burlington Finance Inc.) is likely to
complete an IPO shortly.  According the company's S-1 filing on
Sept. 27, 2013, the company would use approximately $170.6 million
of the proceeds to repay the senior notes due 2018 issued by
Burlington Holdings LLC and Burlington Holdings Finance Inc.,"
said credit analyst David Kuntz.  "We forecast that this debt
reduction coupled with performance gains during the second half of
2013 would strengthen the company's credit protection measures.
Pro forma the transaction, S&P expects leverage to be below 6.0x,
interest coverage to be in the low-2.0x area, and funds from
operations to total debt in the low teens."

S&P expects to resolve the CreditWatch listing once the IPO is
completed.  Before resolving the CreditWatch, S&P will assess the
final capital structure following the IPO and account for
potential changes to the company's use of proceeds.


CAESARS ENTERTAINMENT: Relocated Ferris Wheel to Frame Debt Talks
-----------------------------------------------------------------
Michael Bathon at Bloomberg News reports Caesars Entertainment
Corp. may be bolstering its negotiating position in a potential
debt restructuring by relocating a giant Ferris wheel on paper.
The largest owner of U.S. casinos, which is controlled by Apollo
Global Management LLC and TPG Capital, is borrowing as much as
$4.92 billion to refinance mortgage debt and a loan linked to a
Las Vegas luxury tower and 550-foot (168-meter) observation wheel.

According to the report, as part of that transaction, the
properties would shift from a unit that Moody's Investors Service
said has an unsustainable debt load to a higher-rated division.
That may disadvantage creditors of Caesars Entertainment Operating
Co. by cleaving assets from the unit, which Moody's predicts may
attempt to restructure its $18 billion of obligations within two
years.  The parent company has been chipping away at its debt load
since taking on a total of almost $24 billion after a 2008
leveraged buyout.

The report notes that shifting the assets "does improve the
coercive position of the company," said Chris Snow, a New York-
based analyst at debt-research firm Credit Sights Inc.  As part of
a transaction aimed at repaying more than $4 billion of mortgage
debt maturing in 2015, Caesars is shifting ownership of properties
including the High Roller wheel to Caesars Entertainment Resort
Properties as it refinances a $450 million secured loan linked to
the assets, according to a Sept. 18 regulatory filing.  That may
remove about $74 million in potential annual earnings from the
operating unit.

The report relates that the company's bonds have plunged more than
10 percent since it disclosed the transaction on Sept. 17, the
biggest drop among distressed borrowers tracked by the Bank of
America Merrill Lynch U.S. Distressed High Yield index.

The report says the company's $3.31 billion of 10 percent, second-
lien notes due in 2018 declined to 52.25 cents on the dollar on
Sept. 27 before ending the week at 54 cents, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  That compares with an average trading level
of 63 cents over the past year.  With both bondholders and Caesars
probably motivated to avoid bankruptcy, the falling prices may
boost the company's power to influence the terms of an alternative
restructuring, Mr. Snow said.

                    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.


CAPITOL BANCORP: Panel Sues to Block Purchase of D&O Insurance
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Capitol Bancorp Ltd., et al., initiated an adversary
proceeding against the Debtors, asking the Court to:

   i. enjoin the Debtors from transferring any assets of their
      estates, without Court authorization, for the purpose of
      purchasing any directors and officers liability insurance
      policy;

  ii. enter a mandatory injunction requiring the Debtors to take
      any steps necessary to recover assets of the estate already
      transferred without Court authorization for the purpose of
      purchasing any directors and officers liability insurance
      policy; and

  iii. grant the Committee other relief as the Court deems just
       and equitable.

The Committee noted that, among other things, although the
Debtor's estates only possess approximately $1.15 million in cash,
the Debtors entered into a transaction to spend $1.06 million to
purchase D&O liability insurance and a banker's bond without
seeking authorization from the Court.  Upon information and
belief, the Debtors paid approximately $900,000 for the D&O Policy
and approximately $160,000 for the Banker's Bond, for a combined
price of $1,060,000.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPITOL BANCORP: Oct. 16 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation adjourning until Oct. 16, 2013, at 10:30
a.m., the hearing for final approval of the Disclosure Statement
and confirmation of Capitol Bancorp Ltd., et al.'s Chapter 11
Plan.

The stipulation entered between the Debtors and the Official
Committee of Unsecured Creditors, also provides for the extension
of the deadline for (i) the Committee and (ii) each of the
individual members of the Committee, Manufacturers and Traders
Trust Company, as trustee, an affiliate of a member of the
Committee, and the ad hoc group of senior noteholders, to file and
serve any objections.

Objections, if any, are due Oct. 1, 2013.  The extended objection
deadline will apply only to the Committee and the individual
creditors.

As reported in the Troubled Company Reporter, citing
BankruptcyData, on Sept. 26, 2013, G3 Properties lodged an
objection to the Amended Joint Liquidating Plan and related
Disclosure Statement for Capitol Bancorp.  According to the
objection, "The Plan improperly proposes to permanently enjoin the
Investors from continuing the State Court Litigation.  In
addition, the Plan contains exculpation, release and
indemnification provisions which, in their current form, violate
the Bankruptcy Code and should therefore be revised in order to
narrow their scope.  Finally, the Plan fails to provide adequate
information that would permit creditors, including the Investors,
to make an informed decision with respect to the Plan and the
consequences thereof."

As reported in the July 25, 2013 edition of the TCR, Capitol
Bancorp's Joint Liquidating Plan that is premised on the Debtors
commencing a competitive sale process to sell and convey each of
their remaining non-debtor subsidiary banks, individually or in
groups.  At any time prior to, or during, the sale process, the
Debtors may convert from a liquidation to a reorganization.  A
full-text copy of the Amended Plan dated July 17, 2013, is
available for free at:

      http://bankrupt.com/misc/CAPITOLBANCORPplan0717.pdf

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPITOL BANCORP: Seeks Estimation of Certain Shareholders' Claims
-----------------------------------------------------------------
E. Todd Sable, Esq., at Honigman Miller Schwartz and Cohn LLP, on
behalf of Capitol Bancorp Ltd., et al., ask the U.S. Bankruptcy
Court for the Eastern District of Michigan (1) to estimate claims
of certain shareholders of Capitol Development Bancorp Limited
VIII for purposes of temporary allowance for voting on the Amended
Joint Liquidating Plan of Capitol Bancorp Ltd. and Financial
Commerce Corporation; and (2) to strike the plan ballot cast
"derivatively" on behalf of Capitol Development Bancorp Limited
VIII.

The Debtors request that the Court grant the estimation motion and
enter an order:

     (i) estimating and temporarily allowing, in the amount of
         $1 each, for purposes of voting on the Plan only, the
         claims of each of the Plaintiffs in the G3 Properties
         Action, with the exception of CDBL VIII, who may have
         otherwise timely and properly cast ballots on the Plan;

    (ii) striking the Plan ballot cast on behalf of CDBL VIII
         "derivatively" by the other Plaintiffs in the G3
         Properties Action and ordering that such ballot will not
         be taken into account with respect to tabulation of
         ballots on the Plan or confirmation of the Plan; and

   (iii) granting such further and other relief as is appropriate
         in the circumstances.

In essence, the plaintiffs, which are shareholders of CDBL VIII,
have alleged in a multi-count Third Amended Complaint in the G3
Properties Action that the individual defendants caused a
purportedly unauthorized transfer of $6,000,000 to be made from
CDBL VIII to CBC without requisite approval of all shareholders of
CDBL VIII.

The plaintiffs in the G3 Properties Action are:

   a) G3 Properties, LLC, a Michigan limited liability company;
   b) Steven Samuel Glander;
   c) John Iannucci Family Trust Dtd. 10/17/2000, John Iannucci,
      Trustee;
   d) Angelo Iannucci;
   e) The Kenneth A. & Debbie A. Kefalas Family Trust Dtd.
      5/31/2006, Kenneth A. & Debbie A. Kefalas, Trustees;
   f) Benjamin W. Post, Jr;
   g) Seifman Family Trust Dtd. 5/12/1994, Bill and Sara Seifman,
      Trustees;
   h) Henry B. Soloway 1991 Irrevocable Family Trust Dtd. 1/22/91,
      Albert L. Bardier, Trustee; and
   i) Capitol Development Bancorp Limited VIII ("CDBL VIII"), a
      Michigan corporation, is a nominal Plaintiff, in that
      the other Plaintiffs have asserted certain claims
      "derivatively" on its behalf.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CNH INDUSTRIAL: Moody's Assigns 'Ba1' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
and a Ba1-PD Probability of Default Rating  to CNH Industrial NV.
CNH Industrial is the successor of Fiat Industrial S.p.A and CNH
Global N.V. following the merger of Fiat Industrial and CNH Global
with and into CNH Industrial. As a result of the transaction
Moody's withdrew the Ba1 CFR, Ba1-PD PDR and Not-Prime short-term
ratings of Fiat Industrial, as well as the Ba2 CFR, Ba2-PD PDR and
SGL-3 Speculative Grade Liquidity ratings of CNH Global. The
following rating actions were taken for entities that had been
subsidiaries of CNH Global and Fiat Industrial, but are now
subsidiaries of CNH Industrial:

Case New Holland Inc. (a holding company): senior unsecured debt
to Ba1 from Ba2 based on guarantee from CNH Industrial and various
operating subsidiaries.

CNH America LLC (an operating company): senior unsecured debt to
Ba1 from Ba2 based on guarantee from CNH Industrial.

CNH Capital LLC (a holding company): senior unsecured debt to Ba1
from Ba2 based on support agreement from CNH Industrial and
guarantees from its operating subsidiaries.

Fiat Industrial Finance Europe S.A. (a funding conduit): affirmed
at Ba2 based on guarantee from CNH Industrial.

Fiat Industrial Finance North America, Inc. (a funding conduit):
affirmed at (P)Ba2 based on guarantee from CNH Industrial.

The outlook for all ratings is stable.

CNH Industrial's pro-forma 2012 revenues were EURO 25 billion with
the following segment distribution: agricultural equipment - 45%;
trucks - 33%; construction equipment - 11%; and powertrain - 11%.
The company's financial services operations had a total managed
portfolio of retail and wholesale receivables of approximately
EURO 18.5billion.

Ratings Rationale:

The Ba1 CFR of CNH Industrial reflects the favorable long-term
demand fundamentals in the global farm equipment market, the
company's increasingly competitive position in this sector, and
the broad global footprint of its farm equipment business. The
farm equipment business has also made considerable progress in
improving its operations efficiencies and return measures, and
strengthening its dealer system. However, these strong
fundamentals are tempered by weakness in the European truck market
and the introduction of the Euro V emission standards in the
Brazilian truck market. CNH's construction equipment markets have
bottomed out following the unprecedented downturn of 2009/2010.
The company has significantly reduced construction equipment
production capacity, breakeven performance was generated during
2012, and Moody's expects that demand will gradually improve.
Consequently, the construction equipment operations will represent
less of a drag on overall performance than in the past.

The upgrade of Case New Holland Inc., CNH America LLC, and CNH
Capital LLC's senior unsecured debt to Ba1 (equivalent with the
Ba1 CFR of CNH Industrial) reflects: improving performance of the
farm equipment operations; downstream guarantees from the ultimate
holding company parent, CNH Industrial; the status of CNH America
as an operating company; and upstream guarantees provided by
various operating subsidiaries in the case of Case New Holland
Inc. and CNH Capital.

The debt of Fiat Industrial Finance Europe S.A. and Fiat
Industrial Finance North America, Inc. benefit only from the
downstream guarantee from its holding company parent -- CNH
Industrial; the notes do not have upstream guarantees from any
operating subsidiaries. Consequently, the notes are rated Ba2 (one
notch below the Ba1 CFR).

As of June 30, 2013, the principal liquidity sources available to
CNH Industrial consist of approximately EUR3.7 billion in cash &
cash equivalents (thereof around EUR0.5 billion cash restricted
for ABS transactions), undrawn long-term revolving credit
facilities of EUR1.6 billion (with a comfortable headroom under
its financial covenants) as well as good operating cash flow
generation.

These sources should provide good coverage for the major liquidity
requirements that could arise during the next twelve months. These
requirements include short-term bank and other debt maturities of
around EUR3.9 billion as well as capital expenditures and
potential dividend payments.

The majority of CNH's liquidity requirements arise from the
ongoing funding needs of its financial service operations.
Although the financial service operation remains heavily dependent
on the ABS market to fund retail and wholesale originations, it
has made considerable progress in strengthening its liquidity
profile and funding flexibility by accessing the unsecured debt
market and of the establishing multi-year committed ABS funding
conduits. A critical factor in ongoing assessment of CNH
Industrial will be the company's commitment to maintaining prudent
underwriting standards and liquidity support for its financial
service operations.

At this juncture, Moody's rating does not assume that CNH
Industrial will be required to support Fiat S.p.A.'s
(Ba3/Negative) liabilities outstanding at the time of the demerger
as a consequence of the existing joint liability pursuant of the
Article 2506-quarter of the Civil Code. In case of a further
deterioration of Fiat S.p.A.'s credit profile however, this joint
liability, which has already been reduced considerably by the
progressive expiration of the debt outstanding at the time of the
demerger, could weigh negatively on Fiat Industrial's ratings.

For the twelve months June, 2013 the pro-forma performance of CNH
Industrial reflected the following metrics (essentially the same
metrics of those of the now-dissolved Fiat Industrial): EBITA
margin - 6.8%; EBIT/interest - 2.9x; and, debt/EBITDA - 3.0x.

The stable outlook reflects the favorable demand fundamentals and
strong competitive position in CNH Industrial's farm equipment
sector, balanced against the operating challenges and margin
pressure posed by the truck and construction equipment sectors.
The stable outlook also anticipates that the company will maintain
a prudent liquidity profile.

An upgrade of the ratings could be considered if CNH Industrial
can maintain its positive momentum in the farm equipment sector
and if restructuring initiatives can moderate the margin pressure
caused by the weakness in the truck sector. Metrics that could
support a higher rating include: EBITA margins approximating 8%;
EBIT/interest expense of 4.0x; and debt/EBITDA below 3.0x.

Downward rating pressure could arise if the company is unable to
sustain the recent improvements in the group's operating and
credit metrics. This would be evidenced by: EBITA margins that
below 6%; EBIT/interest expense approximating 2.5x; and
debt/EBITDA above 3.5x.

The principal methodology used in this rating was the Global Heavy
Manufacturing Rating Methodology published in November 2009, The
Rating Relationship Between Industrial Companies And Their Captive
Finance Subsidiaries Methodology published in May 2012, and the
Finance Company Global Rating Methodology published in March 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


COLOREP INC: Industrial Printer Still Has No Buyer
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Colorep Inc., filed a petition for Chapter 11
protection in July in Los Angeles and arranged for an auction in
September.  With no offers by the Sept. 18 deadline for
preliminary bids, the auction was canceled.

According to the report, the company said in a court filing that
it's in talks with two potential buyers, Fuller Smith Capital
Management LLC and Meserole LLC.  Meserole is the secured lender
owed $17 million, according to a prior court filing.  It also
received court approval in August to finance the bankruptcy
exercise.  At the end of August, Meserole gave Fuller Smith the
role of agent on the bankruptcy financing and transferred its
interest in the loan itself to an affiliate of Fuller Smith.

The report notes that Meserole retained a limited partnership
interest in the loan, according to a court filing.  Colorep
licenses a fabric-dyeing process known as AirDye.  Subsidiary
Transprint USA Inc. also filed in Chapter 11.  It produces
transfer-printing paper.

Colorep Inc., an industrial printer from Harrisonburg, Virginia,
filed for Chapter 11 protection (Bankr. C.D. Cal. Case No.
13-27689) on July 10, 2013, in Los Angeles, owing $17 million to
secured lender Meserole LLC.  The company licenses a fabric-dyeing
process known as AirDye.  Colorep's subsidiary Transprint USA Inc.
also filed in Chapter 11.  Transprint produces transfer-printing
paper.

Stutman, Treister & Glatt, P.C. represents Colorep as
reorganization counsel while Stubbs, Alderton & Markiles LLP
serves as special corporate counsel.  Meserole, LLC, is
represented by Frank T. Pepler, Esq., and Stuart
M. Brown, Esq., at DLA Piper LLP (US).


COMPETITIVE TECHNOLOGIES: ASC Recap Had 9% Stake at Sept. 16
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, ASC Recap LLC disclosed that as of Sept. 16, 2013, it
beneficially owned 1,618,235 shares of common stock of
Competitive Technologies, Inc., representing 9.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/FzvLsJ

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of June 30, 2013, the Company had
$4.47 million in total assets, $9.78 million in total liabilities
and a $5.31 million total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


COMPLETE LANDSCAPING: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Complete Landscaping Systems, Inc.
        1727 E 2nd St
        Wichita, KS 67214

Case No.: 13-12530

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Hon. Dale L. Somers

Debtor's Counsel: David P Eron, Esq.
                  ERON LAW, P.A.
                  229 E. William, Suite 100
                  Wichita, KS 67202
                  Tel: 316-262-5500
                  Fax: 316-262-5559
                  Email: david@eronlaw.net

Total Assets: $1.46 million

Total Liabilities: $6.14 million

The petition was signed by Laura Ackerman, authorized individual.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb13-12530.pdf


COUNTRYWIDE FINANCIAL: Whistle-Blower Says U.S. Talks Spurred Suit
------------------------------------------------------------------
Patricia Hurtado, writing for Bloomberg News, reported that a
former official at Bank of America Corp.'s Countrywide unit said
he went to federal authorities and filed a whistle-blower lawsuit
after learning the government might settle with the lender.

According to the report, Edward O'Donnell, who now works for
Fannie Mae, said he contacted the office of Manhattan U.S.
Attorney Preet Bharara in February 2012 after reading in news
accounts that the Justice Department was considering settling with
large U.S. banks accused of selling bad mortgages to government-
sponsored enterprises, or GSEs.

In a complaint filed that month under the False Claims Act and
unsealed eight months later, O'Donnell alleged that Countrywide
Financial Corp. issued defective mortgages under its "High Speed
Swim Lane" program, or HSSL, and then sold them to Fannie Mae and
Freddie Mac, the report recalled.  The U.S. later joined the suit
and the trial, which began Sept. 24 in federal court in New York.

"The government didn't have any information about the HSSL and the
fact that loans had been sold to the GSEs and others such as
Fannie Mae and Freddie Mac that clearly didn't qualify as quality
investment grade," O'Donnell testified on Sept. 28, the report
related.  "They weren't aware of it, so no one had been held
accountable."

The U.S. alleges that under the HSSL program, Countrywide boosted
profits by "benching" underwriters and replacing them with
inexperienced "loan specialists" who were forced to meet quotas
and ignore quality control, the report said.

The case is U.S. v. Countrywide Financial Corp., 1:12-cv-01422,
U.S. District Court, Southern District of New York (Manhattan).

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at $4
billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CUMULUS MEDIA: To Sell $100 Million of Class A Shares
-----------------------------------------------------
Cumulus Media Inc. intends to offer up to $100 million of its
Class A common stock, par value $0.01 per share.

The Company intends to use the net proceeds from the sale of the
Class A common stock for general corporate purposes, which may
include, among other things, repayment of debt, capital
expenditures, the financing of possible business expansions and
acquisitions, increasing the Company's working capital and the
financing of ongoing operating expenses and overhead.

The Company's Class A common stock is listed on the NASDAQ Global
Select Market under the symbol "CMLS."  The last reported sale
price of the Company's Class A common stock on Sept. 27, 2013, was
$5.35 per share.

A copy of the Form S-3 is available for free at:

                        http://is.gd/gr4B6N

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

As of June 30, 2013, the Company had $3.69 billion in total
assets, $3.35 billion in total liabilities, $72.87 million in
total redeemable preferred stock, and $262.92 million in total
stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DAVIS IRON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Davis Iron Works Operations, Ltd.
          aka Davis Iron Works, Inc.
          dba Davis Steel Services
        224 North Hewitt Drive
        Hewitt, TX 76643

Case No.: 13-60878

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Judge: Hon. Ronald B. King

Debtor's Counsel: David C. Alford, Esq.
                  PAKIS, GIOTES, PAGE & BURLESON
                  400 Austin Ave., Ste. 400
                  P. O. Box 58
                  Waco, TX 76703-0058
                  Tel: 254-297-7300
                  Fax: 254-297-7301
                  Email: alford@pakislaw.com

Total Assets: $2.84 million
Total Liabilities: $3.28 million

The petition was signed by Joe Ed Williams, president of Davis
Iron Works, Inc., GP.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb13-60878.pdf


DETROIT, MI: Fitch Lowers ULTGOs, LTGOs Bonds Rating to 'D'
-----------------------------------------------------------
Fitch Ratings has downgraded to 'D' from 'C' the following
Detroit, Michigan ratings:

-- Approximately $411 million unlimited tax general obligation
    (ULTGO) bonds;

-- Approximately $202.8 million limited tax general obligation
    (LTGO) bonds.

The 'D' rating indicates failure to make payment of principal
and/or interest under the contractual terms of the rated
obligation.

Fitch takes this action in response to the city's publicly
announced intention to default on the scheduled interest payments
on limited and unlimited tax general obligation bonds due on
Oct. 1, 2013.


DEWEY & LEBOEUF: 450 Ex-Partners Sued for $1.6MM Over Broken Lease
------------------------------------------------------------------
Law360 reported that a landlord hit 450 former partners of now-
defunct Dewey & LeBoeuf LLP with a lawsuit in New York state court
on Sept. 25, claiming a 1989 lease for the firm's Manhattan office
makes the partners personally liable for default on at least $1.6
million in unpaid rent.

According to the report, the lawsuit, brought by 1301 Properties
Owners LP, says the lease was signed with Dewey as the successor-
in-interest to Dewey Ballantine Bushby Palmer & Wood, and that it
was last amended in 2008 and set to expire in 2020.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DOGWOOD PROPERTIES: Court Approves Disclosure Statement
-------------------------------------------------------
Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee approved the second amended disclosure
statement explaining Dogwood Properties, G.P.'s Amended Chapter 11
Plan and scheduled a pretrial conference on confirmation of the
Plan for Dec. 4, 2013, at 10:00 a.m.

Nov. 23 is the last day for filing written objections to the Plan
and for filing written acceptances of rejections of the Plan.  The
deadline for Independent Bank; RREF RB Acquisitions, LLC;
Merchants & Farmers Bank; Renasant Bank; and Orion Federal Credit
Union to file elections by Section 1111(b) of the Bankruptcy Code
is extended through Oct. 23.

According to the Second Amended Disclosure Statement, the Plan
provides that the Debtor continue operating under existing
management.  The Plan provides that claims will be paid from
future operations and the collection of rents.

The Plan provides for the payment of claims.  Certain Secured
Creditors have indicated that they may make an election to be
treated as fully secured pursuant to Section 1111(b)(2) of the
Bankruptcy Code.  The Plan provides for two alternative treatments
for these classes, one that assumes that the election is not made
and one assuming the election is made.  The Tennessee Department
of Revenue filed a priority claim relating to Dogwood Properties,
LLC, and the Debtor is reviewing the claim to determine if it is
disputed.  The Debtor is currently not aware of any other material
claims which it disputes or intends to dispute.

Brad Rainey, individually, will remain the president of the
Debtor.  The Debtor's property will be managed by Reed &
Associates and members of the Debtor's staff.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/DOGWOOD_PROPERTIES_2ds.pdf

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq. at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.


EAST END: Court Confirms Plan, Amalgamated Wins Auction
-------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York on Sept. 27, 2013, confirmed East End
Development, LLC's Third Amended Chapter 11 Plan of Reorganization
as modified.  Judge Grossman also approved the results of the
auction sale where Amalgamated Bank is the successful bidder.

As previously reported by The Troubled Company Reporter, the Plan
proposes a 84% to 100% recovery for the Amalgamated Secured Claim;
100% recovery for Allowed Mechanic's Liens; 100% recovery for
Allowed Priority Claims; 5% to 100% recovery for General Unsecured
Claims; and 0% recovery for Equity Interests.

A copy of Third Amended Plan Modified at July 3, 2014, is
available for free at:

        http://bankrupt.com/misc/EASTEND_ModPlanJul3.PDF

                  About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Tracy L. Klestadt, Esq., at Klestadt & Winters
LLP, in New York, N.Y., represents the Debtor in its restructuring
efforts.  Edifice Real Estate Partners, LLC serves as its
construction consultant.  The Debtor disclosed $27,300,207 in
assets and $35,344,416 in liabilities in its schedules.

John E. Westerman, Esq., and Mike M. Hennessey, Esq., at Westerman
Ball Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y.,
represents lender Amalgamated Bank as counsel.


EASTMAN KODAK: $63-Mil. in Fees for 200+ Attorneys
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co.'s 19-month bankruptcy
reorganization costs more than $63 million, or about $3.3 million
a month, for more than 200 attorneys.

According to the report, Sullivan & Cromwell LLP, chief bankruptcy
counsel for Rochester, New York-based Kodak, filed papers last
week seeking final approval of fees covering the photography
pioneer's Chapter 11 case, which began in January 2012 and
concluded this month.  Partners devoted 25,500 hours to the case,
at a total cost of $25.9 million.  Associates billed almost 54,000
hours, for $33.7 million in time charges.  The New York-based
firm's top rate was $1,150 an hour.  A partner admitted to
practice nine years ago was included among those charging the
highest rate.  Associates don't come cheap either.  The firm
charges $550 an hour for a lawyer admitted to the bar two years
ago.

The report notes that a non partner with seven years' experience
billed at $875 an hour.  In total, about 215 S&C lawyers billed
time to Kodak, including 62 partners, 130 associates and 22
lawyers known as counsel.  Combining partners and associates,
S&C's average hourly rate was almost $750.  A hearing to approve
the fees is set for Nov. 19.  Beginning in November, the Justice
Department's Chapter 11 watchdogs, known as U.S. Trustees, will
require law firms in bankruptcy cases to reveal what they collect
in non-bankruptcy engagements, so the court can compare the
charges.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Second-Lien Notes Rally Before Coupon Payment
------------------------------------------------------------
Michael Bathon at Bloomberg News reports that Energy Future
Holdings Corp.'s second-lien notes have rallied by the most in
four months during the past three days, signaling that traders
expect the electricity provider headed toward a pre-negotiated
bankruptcy will make a $46 million payment due Oct. 1.

According to the report, the power generator's $1.23 billion of 15
percent bonds due in April 2021 have climbed 3.75 cents since
Sept. 25 to 22.25 cents on the dollar as of 2:57 p.m. Sept. 30 in
New York, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

The payment "could be a catalyst for the long-awaited
restructuring," CreditSights Inc. analysts Andy DeVries and
Charles Johnston wrote in a note dated Sept. 29.  "At this point,
near-term loan and bond prices are being driven by behind-the-
scenes negotiations that we are not privy to."

Texas's largest electricity provider, formerly known as TXU Corp.,
has struggled since a record 2007 leveraged buyout left it with
more than $40 billion of debt in a gamble natural gas prices would
rise.  Prices plunged 70 percent from a July 2008 high.

The report notes that creditors are working on a prearranged
bankruptcy plan to reduce debt at the company, which was taken
private by KKR & Co., TPG Capital and Goldman Sachs Capital
Partners for $48 billion.  Lenders turned down an initial proposal
advanced by the company, according to an April 15 regulatory
filing.  The electricity provider has to make $270 million of
coupon payments Nov. 1.

             About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.


EVERGREEN INTERNATIONAL: Moody's Withdraws All Ratings
------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings
assigned to Evergreen International Aviation, Inc. The following
ratings have been withdrawn: the Ca Corporate Family rating, the
Ca-PD Probability of Default rating, the Caa2 first lien senior
secured rating, the Ca second lien senior secured rating and the
negative outlook. Upon the restatement of the company's credit
agreements earlier this year, the requirement for it to be rated
was removed.

Moody's has withdrawn the rating for its own business reasons.


FAMILY FOUR: Case Summary & 7 Unsecured Creditors
-------------------------------------------------
Debtor: Family Four Partners, Ltd.
        116 E. Front Street
        Tyler, TX 75702

Case No.: 13-60772

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Ty Beard
                  100 Independence Place, Suite 101
                  Tyler, TX 75703
                  Tel: 903-509-4900
                  Fax: 903-509-4908
                  Email: admin@beardandharris.com

Total Assets: $1.6 million

Total Liabilities: $1.04 million

The petition was signed by David M. Fender, partner.

A list of the Debtor's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb13-60772.pdf


FIRST SECURITY: Completes $5 Million Rights Offering
----------------------------------------------------
First Security Group, Inc., the bank holding company for FSGBank,
N.A., completed the previously announced rights offering, which
expired at 5:00 p.m. Eastern Time on Sept. 20, 2013.

The Company received gross proceeds of approximately $5 million
from the rights offering and issued 3,329,234 shares of Company
common stock in connection with the rights offering.

The rights offering was for shareholders of record as of April 10,
2013, who were provided the right to purchase two shares of
Company common stock for every share owned as of the record date,
as well as the opportunity to request additional shares of Company
common stock, if available.  The subscription price was $1.50 per
share.

The Company intends to use the net proceeds from the rights
offering to supplement the capital of FSGBank.

Raymond James & Associates, Inc., acted as dealer manager for the
Company in the rights offering.

                     About First Security Group

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

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

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


FLORIDA GAMING: Shareholders Invited to Join Equity Committee
-------------------------------------------------------------
Following a request made by Abraham, Fruchter & Twersky, LLP the
Office of the United States Trustee has invited shareholders of
Florida Gaming Corporation to express their interest in serving on
a committee of equity security holders in connection with Florida
Gaming's recent bankruptcy filing in the United States Bankruptcy
Court for the Southern District of Florida, Case No. 13-29598-RAM.

Under Chapter 11 of the Bankruptcy Code, the U.S. Trustee may
appoint an Equity Committee to participate in the bankruptcy
proceedings and to represent the interests of all shareholders.
Equity Committee membership affords interested shareholders an
additional opportunity to participate in the reorganization
process.  An official Equity Committee is authorized by the
Bankruptcy Code, subject to Bankruptcy Court approval, to select
and employ an attorney and other necessary professionals.  The
fees of such professionals, with Bankruptcy Court approval, may be
paid from available assets, if any, of the bankruptcy estate.
Furthermore, actual expenses of Equity Committee members may be
reimbursed from available assets.

If you are a shareholder of Florida Gaming common or preferred
stock and would like to express your interest in serving on an
Equity Committee you must contact the U.S. Trustee at Suite 1204,
51 SW First Avenue, Miami, Florida 33130, no later than October 4,
2013.

If you would like to discuss this matter, or if you have any
questions concerning your legal rights, please contact: Jeffrey S.
Abraham or Philip T. Taylor of Abraham, Fruchter & Twersky, LLP
toll free at (800) 440-8986, or via e-mail at info@aftlaw.com or
ptaylor@aftlaw.com

Abraham, Fruchter & Twersky, LLP has extensive experience
representing shareholders' interests and the firm has been ranked
among the leading class action law firms in terms of recoveries
achieved by a survey of class action law firms conducted by
Institutional Shareholder Services.

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FOOD CORPORATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Food Corporation International
        12510 North Freeway
        Houston, TX 77060

Case No.: 13-36092

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Letitia Z. Paul

Debtor's Counsel: Perry N Bass, Esq.
                  Attorney at Law
                  P O Box 52163
                  Houston, TX 77052
                  Tel: 713-839-7440

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


FR UTILITY: S&P Assigns 'B' CCR & Rates $185MM Loan 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Richmond, Va.-based FR Utility Services LLC
(USL).  The outlook is stable.

At the same time, S&P also assigned 'B+' issue ratings and '2'
recovery ratings to the company's proposed $30 million revolver
and $185 million first-lien term loan. A '2' recovery rating
indicates substantial recovery (70%-90%) in the event of a payment
default.

All ratings are subject to the transaction's close and a review of
final documentation.

The ratings on USL reflect S&P's assessment of the company's
business risk profile as "weak" and financial risk profile as
"highly leveraged."  The business profile is supported by EBITDA
margins of 19%-24% as a regional provider of outsourced services
to electrical utilities for the maintenance of transmission,
distribution, and substation infrastructure.  The highly leveraged
financial profile reflects the company's meaningful debt burden
and ownership by a financial sponsor.

S&P expects First Reserve will use the proceeds of the term loan,
along with equity, to fund the acquisition of CWW, Booth, and
Coastal to form USL.  S&P expects the revolving credit facility
will remain undrawn at closing.

Pro forma for the transaction, S&P expects the company to generate
positive free cash flow, with debt to EBITDA of about 4.8x
(including S&P's adjustments, mainly for operating leases) for the
year ended 2013.  "We expect USL's credit metrics to improve
modestly over the intermediate term, given our assumptions that
EBITDA will improve gradually and that management will approach
growth prudently," said credit analyst Nishit Madlani.

The "weak" business risk profile reflects USL's position in the
highly fragmented and competitive utility services industry and
its limited scale and lack of geographic and end-market diversity
compared to many larger peers.  The company focuses primarily on
providing services to only electric utilities, and its operations
are concentrated in the mid-Atlantic U.S.

S&P's business risk profile assessment incorporates the somewhat
favorable outlook on USL's end-markets, supported by the ongoing
shift over the long term by utilities toward outsourced services
for electrical infrastructure construction and ongoing
maintenance.  S&P's base-case assumes low double-digit revenue
growth in 2014, with a steady improvement in 2015 (meaningfully
higher than S&P's estimates for U.S. GDP growth) based on USL's
current backlog, projected maintenance spending (by electric
utilities) related to aging infrastructure, and regulatory
actions.  Also, the company's EBITDA margins (19%-24%) are
significantly higher than those for most rated entities in the
engineering and construction industry and S&P expects this to
continue at least over the next two to three years.  S&P assumes
that USL's pricing on its contracts will remain fairly steady with
customers (electric utilities) that are likely to increase rates
charged to consumers following capital investments related to
upgrades, improvements, and new construction.

In S&P's view, the company's performance should improve over the
long term due to investments required to maintain, upgrade, and
replace aging U.S. infrastructure, as well as increased work
outsourcing by utility customers.  S&P expects the company to grow
through modestly sized acquisitions, but potentially larger
acquisitions, which may be funded by debt, are risks to S&P's
base-case forecasts.

The company's cash flows benefit from the recurring maintenance
work under master service agreements (MSAs) or MSA-type contracts.
S&P expects more than 40% of USL's contracts to remain fixed price
by structure.  In general, for rated entities within the
engineering and construction industry, S&P views fixed-price
ontracts as more risky than cost-reimbursable work because of the
possibility of cost overruns.  For USL, the risk of high
variability in results is somewhat mitigated by the fact that its
fixed-price contracts have shorter durations (four to five months)
and, therefore, the risk of wage inflation (because labor costs
are the highest component of its cost structure) is relatively
less compared with its larger peers.  USL's operating subsidiaries
have executed well on recent work to achieve favorable margins
compared with industry peers, but any slowdown in utility
spending, a sharp rise in wage inflation, and integration risks
related to potential acquisitions will likely pose substantial
risks to cash flow generation, given its limited scale and
diversity.

S&P views the company's financial risk profile as "highly
leveraged" given that it is owned by a financial sponsor.  S&P
estimates leverage will remain around 4.5x-5.0x over the next two
years, with free operating cash flow to total debt in the low-
single digits.  However, S&P's assessment incorporates the view
(consistent with its criteria on companies owned by financial
sponsors) that under the current ownership structure, financial
policies will remain aggressive and we believe the risk of re-
leveraging may preclude debt to EBITDA from remaining less than 5x
on a sustained basis.

S&P's stable rating outlook reflects its belief that USL will
achieve positive free cash flow over the next 12 months, given the
relatively favorable long-term trends in the electric utility
maintenance outsourcing markets and its track record of above-
average EBITDA margins.

However, S&P could lower its rating if free operating cash flow
generation were to become negative or if S&P believed that debt to
EBITDA would trend higher than 6.0x on a sustained basis.  This
could occur from an unexpected decline in its maintenance business
or missteps with any acquisitions.

S&P considers an upgrade unlikely because it believes the
company's financial risk profile will remain highly leveraged
under its financial sponsors based on the company's high debt
burden relative to its size and S&P's general view of financial
sponsors' appetite for financial risk.


FRESH & EASY: Files Bankruptcy to Finish Burkle Sale
----------------------------------------------------
Michael Bathon at Bloomberg News reports that Tesco Plc's Fresh &
Easy Neighborhood Market Inc. filed for bankruptcy so it can sell
itself at auction with an affiliate of billionaire Ron Burkle's
Yucaipa Cos. as the lead bidder.  Fresh & Easy Sept. 30 listed
debt of as much as $1 billion and assets of as much as $500
million in a filing in U.S. Bankruptcy Court in Wilmington,
Delaware.

According to the report, Fresh & Easy blamed its failure on the
economic downturn that began in 2008, especially falling real
estate prices in California, Nevada and Arizona.  To build the
chain quickly in 2006 and 2007, the height of the U.S. real estate
boom, Tesco spent $610 million.  "Many of Fresh & Easy's leases
are substantially above market, relative to its competitors,"
Fresh & Easy Chief Financial Officer James Dibbo said in an
affidavit filed in court Sept. 30.  "The effect of the real estate
market was especially pronounced."

The report notes that the company said it owes $738 million to
Cheshunt, England based Tesco, the U.K.'s biggest retailer.  Fresh
& Easy never made a profit and lost an average of $22 million a
month in the 12 months ended in February, Dibbo said.  Dumping
Fresh & Easy after about six years cut profit by 1.2 billion
pounds, Tesco said it April when it announced it was exiting the
U.S.  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.  Under the proposed deal, a Tesco
affiliate would lend the Yucaipa affiliate $120 million to help
fund the takeover.

The report relates that 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.  Yucaipa has agreed to take over about 150 of the markets
where the company produces meals under the Fresh & Easy brand. The
company employs more than 4,000 people.

The report discloses that Fresh & Easy operates 167 stores in the
Western U.S., 142 of which involve leases.  The company also owns
61 store properties that aren't being operated and leases 36
nonoperating locations.

The case is In re Fresh & Easy Neighborhood Market Inc., 13-bk-
12569, U.S. Bankruptcy Court, District of Delaware (Wilmington).


FRESH & EASY: Meeting to Form Creditors' Panel Set for Oct. 9
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on October 9, 2013, at 10:30 a.m.
in the bankruptcy case of Fresh & Easy Neighborhood Market Inc.,
et al.  The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

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

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

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

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


FURNITURE BRANDS: KPS Capital Has $280 Million Rival Proposal
-------------------------------------------------------------
Michael Bathon at Bloomberg News reports that KPS Capital Partners
LP has a $280 million purchase proposal for Furniture Brands
International Inc., maker of the Broyhill, Lane and Thomasville
home-furnishing lines, making it superior to an offer from Oaktree
Capital Management LP, creditors said in a court filing.

According to the report, the official unsecured creditors
committee objected to the furniture maker's request for approval
of Oaktree's so-called stalking-horse offer, which was improved
from its initial bid to $260 million, and the financing that goes
along with it, according to court papers filed Sept. 30 in U.S.
Bankruptcy Court in Wilmington, Delaware.  The creditors argue the
KPS proposal brings in "significantly more value" with a $20
million higher purchase price, better terms than Oaktree's and
reduced interest, fees and expenses associated with its
replacement bankruptcy financing.  "In short, KPS's stalking-horse
proposal is vastly superior to Oaktree's revised proposal in all
material respects," the creditors committee said in court
documents.

The report notes that both acquisition proposals include the Lane
furniture brand, which Oaktree excluded in its first offer.
Oaktree's latest offer contains price adjustments related to Lane
that the KPS offer doesn't, the creditors claim.  Procedures that
would govern the sale process, including the bid deadline and an
auction, as well as final approval of the bankruptcy financing are
scheduled for a court hearing tomorrow.  The KPS proposals to
purchase the assets and provide bankruptcy financing haven't been
filed with the court yet.  The documents should be "filed
shortly," the creditors said in court papers.

                      About Furniture Brands

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

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

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

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

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


GATEHOUSE MEDIA: Mulls Six-Week Sojourn in Chapter 11
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that newspaper publisher GateHouse Media Inc. intends on
being in bankruptcy reorganization no more than six weeks.  The
owner of 404 community publications began a prepackaged Chapter 11
on Sept. 27 after receiving no votes against the reorganization
plan.  At a hearing, GateHouse will propose that the bankruptcy
judge in Delaware schedule a confirmation hearing on Nov. 6 for
approval of the plan.

According to the report, approving the plan is a two-step process.
The judge must first determine that disclosure materials used
before bankruptcy to solicit votes contained adequate information.
Then, she will move on to the issue of whether the plan complies
with bankruptcy law.

The report discloses that disclosure materials given to creditors
showed the stock option as representing a recovery of 36 percent
to 48.5 percent, based on the estimated range for the reorganized
company's enterprise value.  General unsecured creditors owed $15
million will be paid in full.

                       About GateHouse Media

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

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


GATEHOUSE MEDIA: Moody's Cuts PDR to D-PD Over Bankruptcy Filing
----------------------------------------------------------------
Moody's Investors Service downgraded GateHouse Media Operating,
Inc.'s probability of default rating to D-PD from Ca-PD following
the announcement that the company filed a prepackaged petition for
relief under Chapter 11 of the U.S. Bankruptcy Code on September
27, 2013. The corporate family rating and senior secured term loan
rating were affirmed at Ca.

Subsequent to these actions, Moody's will withdraw the ratings of
the company because of its bankruptcy filing.

Issuer: GateHouse Media Operating, Inc.

  Probability of Default Rating, Downgraded to D-PD from Ca-PD

  Corporate Family Rating affirmed at Ca

  Senior secured term loan B -- affirmed at Ca (LGD4, 64%)

  Senior secured term loan C -- affirmed at Ca (LGD4, 64%)

  Senior secured delayed draw term loan -- affirmed at Ca (LGD4,
  64%)

  Outlook changed to stable from negative

Ratings Rationale:

The downgrade of the PDR reflects the company's bankruptcy filing
on September 27, 2013.

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

With its headquarters in Fairport, New York, GateHouse Media
Operating, Inc. is one of the largest publishers of locally based
print and online media (newspaper and related publications) as
measured by the number of daily publications. Fortress Investment
Group LLC and its affiliates beneficially own approximately 39.6%
of outstanding common stock. The company recorded sales of
approximately $478 million for the twelve month period ended June
30, 2013. GateHouse publishes 77 daily newspapers, 235 weekly
newspapers, 91 shoppers, and six yellow page directories in
addition to operating over 343 locally focused websites.


GELTECH SOLUTIONS: Incurs $5.2 Million in Fiscal 2013
-----------------------------------------------------
GelTech Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $5.22 million on $526,010 of sales for the year
ended June 30, 2013, as compared with a net loss of $7.13 million
on $419,577 of sales for the year ended June 30, 2012.

As of June 30, 2013, the Company had $968,081 in total assets,
$3.23 million in total liabilities and a $2.27 million total
stockholders' deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company has a net loss and net cash used in operating
activities in 2013 of $5,221,747 and $4,195,655, respectively, and
has a working capital deficit, accumulated deficit and
stockholders' deficit of $556,140, $28,021,633 and $2,270,386,
respectively, at June 30, 2013.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

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

                        http://is.gd/sL30hu

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.


GENERAL MOTORS: Old GM Cuts Nova Scotia Debt Claims to $1.55B
-------------------------------------------------------------
Ben Moshinsky, writing for Bloomberg News, reported that Motors
Liquidation Co., a trust for creditors of General Motors Co.'s old
assets, cut $2.67 billion in claims to $1.55 billion in an out-of-
court agreement.

Terms of the settlement reached on Sept. 27 include the reduction
of a $1.61 billion claim from Green Hunt Wedlake Inc. to $477
million, as well as a distribution of some General Motors stock to
holders of debt issued by a Canadian unit in 2003, according to a
filing with the U.S. Securities and Exchange Commission, the
report related.  The noteholders will be allowed a $1.07 billion
unsecured claim.

Motors Liquidation creditors began court-ordered mediation in June
with hedge funds that held the notes issued by General Motors Nova
Scotia Finance Co., the report further related.  A trust sued the
funds on behalf of creditors in March 2012, questioning their
right to the $2.67 billion in claims.

The agreement requires court approval, the report added.  The Nova
Scotia notes at issue were 8.375 percent notes due in 2015 and
8.875 percent notes due in 2023.

General Motors Co. was raised to investment grade for the first
time in eight years last week, the report further related.
Moody's Investors Service upgraded Detroit-based GM to Baa3 from
Ba1 on Sept. 23, citing new models for the U.S. market, strength
in China and what it calculates as $31 billion of cash, including
credit facilities.

                       About General Motors

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

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

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GFI COMMERCIAL: Bankruptcy Court Orders on Meyer Fees Upheld
------------------------------------------------------------
CLASS B LIMITED PARTNER COMMITTEE, Appellant, v. MEYERS LAW GROUP,
P.C. and MERLE C. MEYERS, Appellees, Case No. C 12-04214 SI (N.D.
Calif.), is an appeal by the Class B Limited Partner Committee
from three orders entered by the Hon. Thomas E. Carlson of the
U.S. Bankruptcy Court for the Northern District of California:

  (1) Order Granting Motion for Orders Approving Distribution of
      Assets, Approving Actions of Liquidators, Approving
      Payments of Fees and Expenses, and Closing the Case;

  (2) Order Approving First and Final Application of Meyers Law
      Group, P.C. for Allowance of Compensation and Expenses as
      Former Counsel for Liquidator and Class B Limited Partner
      Committee; and

  (3) Order Denying Committee's Motion to Disallow Fees and to
      Require Disgorgement by Meyers Law Group, P.C. This Court
      has jurisdiction under 28 U.S.C. Sec 158(a).

The Class B Committee's appeal of the three bankruptcy court
orders presents three issues: (1) whether Meyers' firms must
disgorge previously paid fees and forego presently outstanding
unpaid fees if the Court finds that there was an unwaived conflict
of interest; (2) whether the fees in this case are excessive; and
(3) whether Meyers is entitled to collect fees for defending the
fee awards.

On review, District Judge Susan Illston affirmed the bankruptcy
court's orders in an Aug. 29, 2013 Order available at
http://is.gd/hUsHKAfrom Leagle.com.  The District Court found no
abuse of discretion when the bankruptcy court entered the
corresponding orders.

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

The Class B Partners are the remaining stakeholders in the
Reorganized Debtor and the only interested parties in the
distribution of the Reorganized Debtor's assets after its debt had
been paid in full.  The Class B Committee represents the common
interests of the Class B Partners.

The Committee retained Goldberg, Stinnett, Meyers & Davis in July
1998.  Mr. Merle C. Meyers was a member of the Goldberg Firm and
served as the Committee's primary counsel.  To save costs, Mr.
Meyers and the Goldberg Firm were simultaneously engaged to
represent the Liquidator.

Class B Limited Partner Committee is represented by David Clarke
Sugar, Esq. -- csugar@mlg-pc.com , Kathy Quon Bryant, Esq. --
kquonbryant@mlg-pc.com and Merle Cooper Meyers, Esq., --
mmeyers@mlg-pc.com of Meyers Law Group, PC; as well as John G.
Warner, Esq., of Law Office of John G. Warner.

GFI Commercial Mortgage, LLP is represented by David Clarke Sugar,
Esq., Kathy Quon Bryant, Esq., and Merle Cooper Meyers, Esq., of
Meyers Law Group, PC; Robert A. Greenfield, Esq., of Stutman
Treister & Glatt; and Robert E. Izmirian, Esq. of Buchalter Nemer
Fields and Younger & William McGrane, McGrane LLP.

John F. Sampson is represented by David Clarke Sugar, Esq., Kathy
Quon Bryant, Esq., and Merle Cooper Meyers, Esq., of Meyers Law
Group, PC; Elizabeth Berke-Dreyfuss, Esq., Michael D. Cooper,
Esq., and Jeffrey Cliff Wurms Esq., of Wendel Rosen Black & Dean
LLP; and Katherine Dolores Ray, Esq., of Goldberg, Stinnett, Davis
& Linchey.

The U.S. Trustee is represented in the action by Minnie Loo, Esq.
of the U.S. Dept of Justice, Office of US Trustee and Stephen
Lawrence Johnson, Esq., of the U.S. Attorney's Office.


GROEB FARMS: Files Voluntary Chapter 11 Bankruptcy Petition
-----------------------------------------------------------
Groeb Farms, Inc., a global leader in honey processing and best-
in-class producer of food ingredients, industrial sweeteners and
food service products, on Oct. 1 disclosed that it has reached an
agreement with its lender, a private equity firm, to recapitalize
the company and invest additional capital into the business.  The
transaction will be consummated through a plan of reorganization
which was filed on Oct. 1 along with the company's voluntary
Chapter 11 bankruptcy petition with the United States Bankruptcy
Court for the Eastern District of Michigan.  Upon confirmation of
the proposed Plan, the company's debt will be restructured, and
the company's capitalization will be dramatically improved.  The
Plan already has the support of the company's major constituents,
including its pre-petition lender and certain of its subordinated
debt holders.  The company expects to emerge from bankruptcy
within 90 days, in a stronger, financially sound position.

The private equity pre-petition lender will financially support
the company through the reorganization process.  This lender was
identified through an extensive marketing process conducted by
Houlihan Lokey, an international investment banking firm.

Groeb Farms CEO Rolf Richter commented, "First and foremost, we
want to indicate how pleased we are to be able to recapitalize the
company.  We also want to assure customers, vendors, employees and
all other stakeholders that the company will continue normal
business operations during the reorganization process, which is
expected to last approximately 90 days.  This is a very desirable
outcome for Groeb Farms.  It allows us to restructure with strong
financing in place.  The bankruptcy is based on a prepackaged
reorganization that releases the company from its legacy
liabilities, allowing us to emerge as a strong, well-capitalized
company, under new ownership, with a continued commitment to world
class products and services, customer satisfaction and supply
chain integrity."

In conjunction with its filing, the company is seeking approval of
its debtor-in-possession (DIP) financing.  The DIP financing
provides ample capital to successfully execute the Plan.  It also
provides greater liquidity such that the company expects to be
able to satisfy all future customary obligations associated with
the normal course of business, including employee wages and
benefits and payment of post-petition obligations to vendors.

                         About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.


HAWKEYE ENTERTAINMENT: Case Summary & 9 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Hawkeye Entertainment, LLC
        14242 Ventura Boulevard # 300
        Sherman Oaks, CA 91423

Case No.: 13-16307

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Sandford Frey, Esq.
                  633 W Fifth St, 51st Fl
                  Los Angeles, CA 90071
                  Tel: 213-614-1944
                  Email: Sfrey@cmkllp.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Adi McAbian, member.

A list of the Debtor's 9 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb13-16307.pdf


HERITAGE INT'L: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heritage International Christian Church
        5312 West North Avenue
        Chicago, IL 60639

Case No.: 13-38553

Chapter 11 Petition Date: September 30, 2013

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

Judge: Hon. Janet S. Baer

Debtor's Counsel: Michelle G Novick, Esq.
                  ARNSTEIN & LEHR LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: 312-876-7899
                  Fax: 312-876-7349
                  Email: mgnovick@arnstein.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Dwight Gunn, president and CEO.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb13-38553.pdf


HI-LO SALES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Hi-Lo Sales, Inc.
          aka Hi Low Sales, Inc.
          dba Hi-Lo Homes
          dba Hi-Lo Homes, Inc.
        PO Box 2340
        Elsa, TX 78543

Case No.: 13-70505

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  Attorney at Law
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel: 956-631-9100
                  Email: avilleda@mybusinesslawyer.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $500,000 to $1 million

The petition was signed by Victor Hernandez, president.

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


HOUSTON REGIONAL: Creditors Seek to Force Bankruptcy
----------------------------------------------------
Michael Bathon at Bloomberg News reports that creditors of Houston
Regional Sports Network LP, which televises games of Major League
Baseball's Astros and the National Basketball Association's
Rockets, are seeking to force the broadcaster into bankruptcy.

Affiliates of Comcast Corp. filed an involuntary Chapter 11
petition for the network on Sept. 27, claiming that they are owed
more than $100 million, court papers show.  Comcast, which owns
NBCUniversal, is willing to buy the assets of the network, which
have "significant value," according to partially redacted court
filings.  The broadcaster is a joint venture of affiliates of the
Astros, Rockets and Philadelphia-based Comcast, the largest U.S.
cable company.

Comcast is asking the court to appoint a Chapter 11 trustee to
take control of the company and oust management, with which it has
reached a "debilitating deadlock" over the direction of the
network, according court documents.  "As a result of the impasse
among the parties, the network is now insolvent."  "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," the
baseball team said in a statement on its website Sept. 27.

The report notes that the network didn't pay the Astros media
rights fees in July, August and September, according to the
statement.  Comcast said it "would be prepared to make a bid to
acquire either the network (under a plan of reorganization) or
substantially all of its assets."

The report relates that Comcast said a transaction, closed by the
end of the calendar year and based on the network's indebtedness,
would probably pay all creditor claims and administrative expenses
in full and "a material distribution to equity holders."  The
company said it's willing to provide financing to help fund
operations during the bankruptcy.  The petitioning creditors are
affiliates of Comcast, and each holds a claim not subject to
dispute.

The report discloses that creditors can file an involuntary
bankruptcy against a company if they can prove that their claims
aren't in dispute as to liability or amount and that the company
hasn't been paying its debts as they come due.  If a company has
more than 12 creditors, at least three creditors are usually
required to seek to push the company into bankruptcy.

The case is In re Houston Regional Sports Network LP, 13-35998,
U.S. Bankruptcy Court, Southern District of Texas (Houston).


JACKSONVILLE BANCORP: Appoints New Directors to Board Committees
----------------------------------------------------------------
The board of directors of Jacksonville Bancorp, Inc., previously
appointed three new independent directors to the Board, John A.
Delaney, William R. Klich and Terrie G. Spiro, filling three of
the vacancies on the Board.  At the time of their appointment, the
new directors had not yet been named to serve on any committees of
the Board.

On Sept. 26, 2013, the Board appointed the new directors to
committees of the Board as follows: (i) Mr. Delaney was appointed
to the Audit Committee, the Organization and Compensation
Committee, the Nominating and Corporate Governance Committee
(Chairman) and the Executive Committee; (ii) Mr. Klich was
appointed to the Organization and Compensation Committee and the
Executive Committee; and (iii) Ms. Spiro was appointed to the
Audit Committee and the Organization and Compensation Committee.

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JJC INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JJC Industrial Services, Inc.
        Las Violetas 3C
        Vega Alta, PR 00692

Case No.: 13-08040

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Brian K. Tester

Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
                  Antonio I Hernandez Santiago Law Office
                  PO BOX 8509
                  San Juan, PR 00910-0509
                  Tel: 787 250-0575
                  Email: ahernandezlaw@yahoo.com

Total Assets: $1.68 million

Total Liabilities: $948,386

The petition was signed by Jorge Castro Rodriguez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb13-08040.pdf


JOHN CARRIS: FINRA Seeks Cease-and-Desist Order Over Fraud
----------------------------------------------------------
The Financial Industry Regulatory Authority (FINRA) on Sept. 30
disclosed that it has filed for a Temporary Cease-and-Desist Order
against John Carris Investments, LLC (JCI) and its CEO,
George Carris, to immediately halt solicitations of its customers
to purchase Fibrocell Science, Inc. stock without making proper
disclosures.  FINRA alleges that during May 2013, JCI fraudulently
solicited its customers to buy Fibrocell stock, without disclosing
that during the same time period, Carris and another firm
principal were selling their shares.

FINRA also issued an amended complaint against JCI, Carris, and
five other firm principals alleging additional fraudulent activity
and securities violations.  In the complaint, FINRA alleges that
while JCI acted as a placement agent for Fibrocell, Carris and the
firm artificially inflated the price of Fibrocell stock by
engaging in pre-arranged trading and by making unauthorized
purchases of Fibrocell stock in customers' accounts.

FINRA also alleges that Carris and JCI fraudulently sold stock and
notes in its parent company, Invictus Capital, Inc., by not
disclosing its poor financial condition.  In the complaint, FINRA
states that JCI and Carris misled Invictus investors by paying
dividends to Invictus' early investors with funds that were, in
fact, generated by new sales of Invictus securities.  JCI and
Carris did not have any reasonable grounds to expect economic
gains for Invictus investors.  As of March 2013, Invictus Capital
had defaulted on $2 million of Invictus notes sold to earlier John
Carris Investments customers, did not have funds to repay them,
and has stated that it may be required to use proceeds from its
ongoing offering to make repayments.  JCI continues to solicit new
investments in Invictus -- an investment that FINRA alleges is
wholly unsuitable.

In addition, FINRA alleges that JCI issued false documentation
that failed to reflect the firm's payments for Carris' personal
expenses (such as tattoos, pet care and a motorcycle), and failed
to remit hundreds of thousands of dollars in employee payroll
taxes to the United States Treasury.

Under FINRA rules, the individuals and firms named in a complaint
can file a response and request a hearing before a FINRA
disciplinary panel.  Possible sanctions include a fine, an order
to pay restitution, censure, suspension or bar from the securities
industry.  The issuance of a disciplinary complaint represents
FINRA's initiation of a formal proceeding, in which findings as to
the allegations in the complaint have not been made, and does not
represent a decision as to any of the allegations contained in the
complaint.

Investors can obtain more information about, and the disciplinary
record of, any FINRA-registered broker or brokerage firm by using
FINRA's BrokerCheck.  FINRA makes BrokerCheck available at no
charge.  In 2012, members of the public used this service to
conduct about 14.6 million reviews of broker or firm records.
Investors can access BrokerCheck at
http://www.finra.org/brokercheckor by calling (800) 289-9999.
Investors may find copies of this disciplinary action as well as
other disciplinary documents in FINRA's Disciplinary Actions
Online database.

FINRA, the Financial Industry Regulatory Authority, --
http://www.finra.org-- is the largest independent regulator for
all securities firms doing business in the United States.  FINRA
is dedicated to investor protection and market integrity through
effective and efficient regulation and complimentary compliance
and technology-based services.  FINRA touches virtually every
aspect of the securities business -- from registering and
educating all industry participants to examining securities firms,
writing rules, enforcing those rules and the federal securities
laws, informing and educating the investing public, providing
trade reporting and other industry utilities, and administering
the largest dispute resolution forum for investors and firms.

                  About John Carris Investments

John Carris Investments -- http://johncarrisinvestments.com-- is
a privately held, full service investment banking firm dedicated
to providing its institutional and private clients with a wide
range of investment opportunities.


JS HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: JS Holdings, LLC
        2150 N. Powder Horn Dr.
        Tucson, AZ 85749

Case No.: 13-17052

Chapter 11 Petition Date: September 30, 2013

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Alan R. Solot, Esq.
                  2701 E. Speedway STE 203
                  Tucson, AZ 85716
                  Tel: 520-299-1465
                  Email: arsolot@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Jean Schoonmaker, managing member.

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


KEYWELL LLC: Titanium-Scrap Supplier Sets Dec. 2 Auction
--------------------------------------------------------
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 on
Sept. 24 and submitted papers two days later to the bankruptcy
court in Chicago proposing a sale of most of the business to
Cronimet Holdings Inc., unless a better offer turns up at auction
on Dec. 2.

According to the report, Cronimet is offering $12.5 million in
cash plus a portion of cash flow over four years from part of the
business.  There will be a hearing on Oct. 16 for court approval
of auction and sale procedures.  Keywell proposes that competing
bids be due initially by Nov. 20, followed by the auction on Dec.
2 and a sale-approval hearing Dec. 4.  Chicago-based Keywell has
nine processing and recycling facilities that previously 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.

The report relates that bankruptcy resulted from "historic lows in
demand, volume and price," the company said in a court filing.
After paying off a $30.3 million revolving credit earlier this
year, Keywell now owes about $10.5 million on loans that rose to
first-lien status.  In addition to liabilities secured by
equipment and machinery, Keywell owes $28 million to trade
suppliers.  Assets include $5.5 million in cash, $5.3 million in
accounts receivable and $16 million in book value of property,
plant and equipment.

The case is In re Keywell LLC, 13-bk-37603, U.S. Bankruptcy Court,
Northern District of Illinois (Chicago).


LANDAUER HEALTHCARE: Creditors Squeeze More From Buyer Quadrant
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the creditors' committee for Landauer-Metropolitan Inc.
negotiated another settlement, further increasing the distribution
to unsecured creditors who had stood to recover nothing because
the business is worth less than secured debt.

According to the report, Landauer filed under Chapter 11 with
plans for a quick sale where the first bid of $22 million would
come from competitor Quadrant Management Inc.  The committee
negotiated a settlement in which the lenders agreed to carve out
$750,000 from sale proceeds exclusively for unsecured creditors.
If an auction were to raise the price above $23.5 million,
unsecured creditors could get even more.

The report notes that meanwhile, Quadrant acquired all of the $29
million in secured debt and was primed to make an offer to buy the
business in exchange for debt.  Since it appeared there would be
no competing bidder, $750,000 appeared to be the maximum recovery
for unsecured creditors.  The committee investigated the validity
of the secured claim and negotiated a second settlement, this time
with Quadrant in its dual role as lender and buyer.  The
settlement comes up for hearing on Oct. 22 in U.S. Bankruptcy
Court in Delaware.  The new settlement creates a trust for
unsecured creditors funded with $2.5 million supplied by Quadrant
in three installments of $500,000 each by mid-December.  A final
$1 million will be paid in equal installments in September 2014
and 2015.

The report relates that Quadrant agreed to waive its deficiency
claim, thus not diluting the unsecured creditors' recovery.  In
addition, Quadrant isn't acquiring lawsuits and is providing
$100,000 to fund litigation for the benefit of unsecured
creditors.  Originally, Quadrant was to buy the business through a
sale before promulgation of a plan.

The report discloses that Landauer will now attempt to complete
the transaction by filing and securing court approval of a Chapter
11 reorganization.

                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.


LEVEL 3 COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR)
assigned to Level 3 Communications, Inc. (LVLT) and its wholly
owned subsidiary Level 3 Financing, Inc. (Level 3 Financing). In
addition Fitch has affirmed specific issue and recovery ratings
assigned to LVLT and Level 3 Financing as outlined at the end of
this release. The Rating Outlook remains Positive. LVLT had
approximately $8.5 billion of debt outstanding on June 30, 2013.

Key Rating Drivers

-- LVLT's credit profile continues to strengthen in line with
   Fitch's expectations. Fitch foresees LVLT leverage will
   approach 5.3x by the end of 2013 and 4.9x by year end 2014 as
   the company continues its progress to achieving its 3x to 5x
   net leverage target.

-- The company is poised to generate sustainable levels of free
   cash flow (FCF - defined as cash flow from operations less
   capital expenditures and dividends). Fitch anticipates LVLT
   FCF generation during 2014 will approximate 4% of consolidated
   revenues.

-- LVLT's revenue mix transformation is proceeding. LVLT's
   operating strategies are aimed at shifting its revenue and
   customer focus to become a predominantly enterprise-focused
   entity.

-- The operating leverage inherent within LVLT's business model
   positions the company to expand both gross and EBITDA margins.

The Positive Rating Outlook reflects Fitch's belief that LVLT will
continue capitalizing on operating synergies captured to date
(related to the Global Crossing acquisition) and expand operating
margins, which in turn will position the company to generate
sustainable levels of positive FCF and strengthen its credit
profile during the remainder of 2013 and into 2014.

LVLT's leverage has declined to 5.4x as of the latest 12 months
(LTM) period ended June 30, 2013, which compares favorably with
company's leverage of 5.85x as of Dec. 31, 2012 and 6.54x as of
June 30, 2012. Fitch foresees LVLT leverage will move toward 5.3x
by the end of 2013 and below 5x as of year-end 2014 as the company
continues its progress to achieving its 3x to 5x net leverage
target.

Positive rating actions will likely occur as the company
demonstrates that it can consistently generate positive free cash
flow and maintain leverage below 5.5x. Equal consideration will be
given to the company's ability to capitalize on operating cost
synergies achieved to date while maintaining positive operational
momentum. Evidence of positive operating momentum includes stable
to expanding gross margins and revenue growth within the company
Core Network Services segment. Fitch believes the company's
ability to grow high margin CNS revenues coupled with the strong
operating leverage inherent in its operating profile will enable
the company to generate consistent levels of free cash flow. The
company reported a $109 million free cash flow deficit during the
LTM period ended June 30, 2013, which compares favorably to the
$165 million FCF deficit reported during the year ended Dec. 31,
2012. Fitch expects that LVLT will generate a nominal amount of
positive free cash flow during 2013 and that FCF generation will
approximate 4% of consolidated revenues during 2014.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants. The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins.
Additionally, Fitch expects that the company can further
strengthen its operating leverage by continuing to shift its
revenue and customer focus to become a predominantly enterprise-
focused entity.

Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of June 30, 2013 totaled approximately
$596 million. The company does not maintain a revolver and relies
on capital market access to replenish cash reserves, which limits
the company's financial flexibility in Fitch's opinion. LVLT does
not have any significant maturities scheduled during the remainder
of 2013 or into 2014. LVLT's next scheduled maturity is not until
2015 when approximately $775 million of debt is scheduled to
mature or convert into equity.

Rating Sensitivities

What Could Trigger a Positive Rating Action
-- Consolidated leverage maintained at 5.5x or lower;
-- Consistent generation of positive free cash flow;
-- Positive operating momentum characterized by consistent core
   network services revenue growth and gross margin expansion.

What Could Trigger a Negative Rating Action
-- Weakening of LVLT's operating profile, as signaled by
   deteriorating margins and revenue erosion brought on by
   difficult economic conditions or competitive pressure.

-- Discretionary management decisions including but not limited to
   execution of merger and acquisition activity that increases
   leverage beyond 6.5x in the absence of a credible de-leveraging
   plan.

Fitch has affirmed the following ratings with a Positive Outlook:

LVLT:
-- IDR at 'B';
-- Senior unsecured notes at 'B-/RR5'.

Level 3 Financing, Inc.:
-- IDR at 'B';
-- Senior secured term loan at 'BB/RR1';
-- Senior unsecured notes at 'BB-/RR2'.


LINC USA: S&P Withdraws 'B-' CCR on Lack of Sufficient Information
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B-'
corporate credit rating on Linc USA GP and its 'B-' issue-level
rating on Linc Energy Finance (USA) Inc. Linc USA is a Houston-
based exploration company with operations in the Gulf Coast,
Wyoming, and Alaska.

S&P withdrew its ratings on the company due to lack of sufficient
information to perform its surveillance of its published ratings.


LIGHTSQUARED LP: Dish Network Sued Over $1-Bil. Debt Purchases
--------------------------------------------------------------
The Shareholders Foundation, Inc. on Sept. 30 disclosed that an
investor who currently holds shares of DISH Network Corp (DISH)
filed a lawsuit against Dish Network's Chairman Charlie Ergen over
$1 billion debt purchases.

Investors who purchased a significant amount of shares of DISH
Network Corp (DISH) and currently hold any of those DISH shares,
have certain options and should contact the Shareholders
Foundation, Inc. by e-mail at mail@shareholdersfoundation.com or
call +1 (858) 779-1554.

The plaintiff alleges that the lawsuit was filed because of the
complete failure of DISH Network's Board of Directors to withstand
the domineering influence of Dish's controlling shareholder Ergen.

The plaintiff says that in April 2013, Ergen completed the
purchase of more than $1 billion of debt of a bankrupt wireless
network company, LightSquared, L.P., which owns such spectrum
licenses.  Then in May, 2013, Ergen launched a personal $2 billion
bid for LightSquared's spectrum assets.  The plaintiff claims that
the bid that directly competed with DISH Network's clear interests
in bidding for these same assets.

On July 23, 2013, DISH Network Corp submitted a competing $2.2
billion bid for LightSquared's assets as part of a reorganization
plan that LightSquared's secured lenders, including Ergen,
submitted for approval in the LightSquared bankruptcy.

The plaintiff claims that if approved, DISH Network's bid ensures
that Ergen will receive hundreds of millions of dollars in
personal profit on his $1 billion debt purchases.

On July 25, 2013, Gary Howard, an eight-year veteran of the board
of directors of DISH Network, who is reported to have been a
member of the quickly disbanded Special Committee that was created
in connection with DISH Network's possible bid for LightSquared's
spectrum assets, resigned.

The plaintiff says that Mr. Howard's resignation occurred so
abruptly that DISH Network was at risk of being delisted from
NASDAQ for failure to comply with minimum listing requirements.

On August 6, 2013, LightSquared's principal shareholder, Harbinger
Capital Partners, filed a lawsuit against Dish Network Chairman
and other seeking more than $2 billion in punitive and
compensatory damages for an alleged fraudulent scheme to assume
control of LightSquared and its valuable wireless spectrum.

Those who are current long-term investors in shares of DISH
Network Corp (DISH) have certain options and should contact the
Shareholders Foundation, Inc.

The Shareholders Foundation, Inc. is a professional portfolio
legal monitoring and settlement claim filing service, which does
research related to shareholder issues and informs investors of
securities class actions, settlements, judgments, and other legal
related news to the stock/financial market.

                      About LightSquared Inc.

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

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

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


LIGHTSQUARED INC: Court OKs Expense Reimbursement for LBAC, MAST
----------------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman ordered LightSquared LP to
reimburse L-Band Acquisition, LLC up to $2 million for expenses it
incurred in connection with the negotiation and documentation of
its proposal to purchase the company's so-called "LP" assets.

LightSquared's obligation to pay L-Band is entitled to
administrative expense status under the Bankruptcy Code, and will
not be subordinate to any other administrative expense claim
against the company, according to Judge Chapman's order issued
last week.

L-Band, a subsidiary of Dish Network Corp., has offered to
purchase the assets for $2.22 billion.  Its offer will serve as
the stalking horse bid at an auction to be conducted in December
in accordance with the bid process proposed by a group of
LightSquared's lenders.

The bid process, which is subject to court approval, is part of
the Chapter 11 plan proposed by the lenders for LightSquared LP
and its nine affiliates.  LightSquared Inc., the holding company
largely owned by Philip Falcone and his investment company
Harbinger Capital Partners LLC, is not included in the plan.

                           MASTAC Fees

Meanwhile, the fees and expenses incurred in connection with the
stalking horse bid from MAST Spectrum Acquisition Co. LLC will
also be allowed as administrative expenses, according to Judge
Chapman's order.

Mast Spectrum has proposed to purchase the wireless spectrum
assets of One Dot Six Corp., a LightSquared subsidiary, as part of
the Chapter 11 plan proposed by U.S. Bank N.A. and Mast Capital
Management LLC.

Most of the One Dot Six assets included in the sale block were
posted as collateral under a $279 million credit agreement, and a
debtor-in-possession credit agreement where Mast Capital and U.S.
Bank served as lender and administrative, respectively.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Has Agreement With Lenders on Auction Process
---------------------------------------------------------------
Michael Bathon at Bloomberg News reports that LightSquared Inc.,
Philip Falcone's bankrupt wireless spectrum company, resolved a
dispute with lenders on bidding procedures that the company had
said could have foiled a $2 billion offer for its assets.

According to the report, the auction procedures will be submitted
for formal court approval, Matthew S. Barr, an attorney for
LightSquared, told U.S. Judge Shelley Chapman in Manhattan on
Sept. 30.  Under the agreement, an independent committee will
oversee the auction.  The lenders, who hold $1.4 billion of $1.7
billion in debt of LightSquared's LP unit, had objected to a plan
that it said would have given Falcone's investment company,
Harbinger Capital Partners LLC, too much power to choose the
winning bid.  The group said Harbinger opposed any sale of
LightSquared assets.  "This playing field is as level as it gets,"
Chapman said at the hearing.  The plan sends a "message to the
marketplace" that potential bidders have a chance to win the
auction, the judge said.

The report notes that the company is seeking to sell its wireless
spectrum assets under court protection and has a $2.22 billion
offer from a unit of Charlie Ergen's Dish Network Corp.

                             Lawsuit

According to the report, the company has sought to halt a lawsuit
that Harbinger brought against the GPS industry, saying the case
overlaps with issues raised in the bankruptcy.  LightSquared asked
the court to keep the lawsuit from going forward for 60 days as it
might "distract key LightSquared officers and employees from the
restructuring efforts at a critical stage."  Lenders had
criticized the suit.  The case was filed in August in U.S.
District Court against Deere & Co., Garmin International Inc.,
Trimble Navigation Ltd., the U.S. GPS Industry Council and the
Coalition to Save Our GPS.

The report relates that the defendants were accused of
fraudulently failing to disclose that they had designed their GPS
devices to use certain portions of LightSquared's spectrum, "a
fact that ultimately delayed approval for LightSquared's network
and led to LightSquared filing for bankruptcy," the company said.
LightSquared had invested about $1.9 billion to build a business
based on "material misrepresentations and omissions" made by the
defendants, according to the lawsuit.  A lawsuit that accused
Falcone and Harbinger of misleading investors about the firm's
stake in LightSquared was narrowed by a U.S. judge as well on
Sept. 30.  U.S. District Judge Alison Nathan in Manhattan
dismissed all or part of seven of the nine counts in the lawsuit.
She gave the plaintiffs one more chance to amend the complaint to
address her rulings.

According to the report, the investors claimed Harbinger acquired
an interest in LightSquared, formerly known as SkyTerra
Communications Inc., without adequately warning investors of the
risks.  Harbinger eventually owned 60 percent of LightSquared,
which was developing a high-speed wireless broadband network
before it filed for bankruptcy last year.  The original suit was
filed in February 2012 by Lili Schad, of Wallkill, New York, who
said she invested $4 million with Harbinger.

The report discloses that Ms. Schad, who is seeking to represent a
class of Harbinger investors, said she wasn't told LightSquared's
plan to build the network faced obstacles from U.S. regulators.

The investor case is Schad v. Harbinger Capital Partners LLC, 12-
cv-01244, U.S. District Court, Southern District of New York
(Manhattan).

                      About LightSquared Inc.

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

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

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

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


LILY GROUP: Section 341(a) Meeting Scheduled for Nov. 1
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Lily Group, Inc.,
will be held on Nov. 1, 2013, at 10:00 a.m. EDT at Rm 110 U.S.
Courthouse, Terre Haute.

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.

Lily Group, Inc., filed a Chapter 11 Petition (Bankr. S.D. Ind.
Case No. 13-81073) on Sept. 23, 2013.  The petition was signed by
P. Rick Risinger as CEO.  The Debtor estimated assets and debts of
at least $10 million.  Judge Frank J. Otte presides over the case.
Tucker, Hester, Baker & Krebs, LLC, serves as the Debtor's
counsel.


LIME ENERGY: Promotes Adam Procell to President and COO
-------------------------------------------------------
Lime Energy Co. promoted Adam Procell to president and chief
operating officer.  He will report to John O'Rourke, Lime's chief
executive officer.

Mr. Procell joined Lime Energy in 2009 and has served the company
as a divisional president and as vice president of Sales and
Marketing.  He led the development of Lime's Utility Programs
business, which provides cost-effective energy efficiency
resources for utility clients through programs serving their small
and mid-sized business customers.  Following the sale of their
ESCO business unit earlier this year, Lime announced their intent
to focus on their Utility Programs business.

"This promotion is acknowledgement of the fact that Adam has been
instrumental in building our utility programs business and
positioning us as a leader in the small business direct install
market," said John O'Rourke, Lime Energy's CEO.

Mr. Procell is a veteran of the energy efficiency industry, with
over 25 years of experience in energy efficiency, renewable energy
and sustainability.  He previously spent 12 years with AECOM
Technology Corporation (ACM: NYSE), where he most recently served
as the National Director of Energy Efficiency & Carbon Management.
Mr. Procell served as the Chairman of the National Association of
Energy Services Companies (NAESCO), and he has been active in
working with public officials to develop regulations and
legislation for a clean energy future.  Mr. Procell received his
BS in Interdisciplinary Engineering and Management from Clarkson
University in Potsdam, NY.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

The Company's balance sheet at June 30, 2013, showed $32.64
million in total assets, $31.68 million in total liabilities and
$952,000 in total stockholders' equity.


MEDICURE INC: Incurs C$2.6 Million Net Loss in Fiscal 2013
----------------------------------------------------------
Medicure Inc. reported a net loss of C$2.57 million on C$2.60
million of net product sales for the year ended May 31, 2013, as
compared with net income of C$23.38 million on C$4.79 million of
net product sales for the year ended May 31, 2012.  The change in
net (loss) income relative to fiscal 2012 is primarily as a result
of the gain on settlement of debt in fiscal 2012, which totalled
C$23.9 million, the C$1.9 million sale of unfinished product in
fiscal 2012 and higher research and development expenses in fiscal
2013.

Net loss for the three months ended May 31, 2013, was C$706,000
compared to net loss of C$975,000 for same quarter of the previous
fiscal year and $1.1 million for the previous quarter.  The
decrease in the net loss is primarily a result of higher sales in
the quarter ended May 31, 2013.

As of May 31, 2013, the Company had C$3.42 million in total
assets, $7.75 million in total liabilities and a C$4.32 million
total deficiency.

At May 31, 2013, the Company had cash totalling C$127,000 compared
to C$1.1 million as of May 31, 2012.  The decrease in cash is
primarily due to inventory manufacturing purchases made during
fiscal 2013 and the increased net loss.

Ernst & Young LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended May 31, 2013.  The independent auditors noted that
Medicure Inc. has experienced losses and has accumulated a deficit
of $125,877,356 since incorporation and a working capital
deficiency of $2,065,539 as at May 31, 2013, that raises
substantial doubt about its ability to continue as a going
concern.

A copy of the Report is available for free at:

                        http://is.gd/Yoe0af

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.


MIDSTATES PETROLEUM: S&P Affirms 'B' CCR & Revises Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and 'B-' senior unsecured debt ratings on Midstates
Petroleum Co. Inc., and revised the outlook to stable from
positive.

"The outlook revision to stable reflects weaker-than-expected
financial measures in 2013, including weaker-than-anticipated
liquidity," said Standard & Poor's credit analyst Paul Harvey.
The stable outlook reflects S&P's revised debt to EBITDA forecast
of 4.5x in 2013 and 3.5x to 4x in 2014, versus S&P's prior
expectations of year-end 2013 debt to EBITDA of around 4x and 3x
to 3.5x in 2014 (these calculations reflect a 50% debt treatment
of convertible preferred stock).  In addition, the company's
compliance with financial covenants has been difficult due to the
debt incurred with the Panther Energy LLC acquisition and the
subsequent delay in realizing production gains from the acquired
properties.  As a result, S&P expects that Midstates will seek
amendments to the financial covenants under its credit facility to
maintain adequate liquidity.  Although operating performance has
improved recently, financial measures, and potentially liquidity,
are likely to remain below what S&P had expected for an upgrade.

The stable outlook reflects S&P's expectation that Midstates'
operational performance will trend below 4x debt leverage in 2014,
and that its operating performance will continue to improve as it
develops the reserves and increases production from its
Mississippi Lime (Eagle) and Anadarko Basin (Panther)
acquisitions.  In addition, the outlook takes into account S&P's
view that the company will not require further covenant amendments
in 2014 and that its liquidity will improve.

S&P could lower the rating if debt leverage exceeds 4.75x or
liquidity falls below $50 million with no near-term solution.
Both of these scenarios would likely follow weak drilling results
combined with a prolonged period of realized crude oil prices
below $65 per barrel.  In addition, S&P could lower the ratings if
Midstates were to issue dividends or share repurchases.

An upgrade is possible if Midstates can lower debt leverage to
under 3.5x on a sustained basis, while successfully executing its
growth strategy such that its proved developed reserve life
exceeds 4.5 years.  This could occur over the next 12 to 18
months, if Midstates is able to continue to successfully develop
its reserves and production.  At the same time, Midstates would
need to sustain production around 30,000 barrels per day while the
price of crude oil continues to exceed $90 per barrel and more
closely align operating cash flows and capital spending.


MIDVALE PARK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 6701 S. Midvale Park, L.L.C.
        625 N. Treat Avenue
        Tucson, AZ 85716

Case No.: 13-17083

Chapter 11 Petition Date: September 30, 2013

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

Judge: Hon. Eileen W. Hollowell

Debtor's Counsel: Michael W. McGrath, Esq.
                  MESCH CLARK & RORTHSCHILD
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  Email: ecfbk@mcrazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by James Romanoski, manager.

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


MORGANS HOTEL: Issues 439,309 Common Shares to NorthStar Capital
----------------------------------------------------------------
Morgans Hotel Group Co. issued 439,309 shares of common stock, par
value $0.01 per share, to NorthStar Capital Investment Corp., in
exchange for 439,309 non-managing member units in Morgans Group
LLC.  The Non-Managing Member Units were tendered to the Company
for redemption in accordance with the terms and provisions of the
Amended and Restated Limited Liability Company Agreement of
Morgans Group LLC, as amended.  The Common Stock was issued in a
private transaction exempt from registration pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended.

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a
$169.70 million total stockholders' deficit.


MOTORS LIQUIDATION: To Settle Nova Scotia Litigation
----------------------------------------------------
The Motors Liquidation Company GUC Trust previously announced, on
June 27, 2013, the commencement of a court-ordered mediation
process in the ongoing litigation to disallow, equitably
subordinate or reduce certain claims filed in the bankruptcy cases
of Motors Liquidation Company and its affiliates by or on behalf
of the holders of the 8.375 percent guaranteed notes due Dec. 7,
2015, and the 8.875 percent guaranteed notes due July 10, 2023, in
each case issued in 2003 by General Motors Nova Scotia Finance
Company.

On Sept. 26, 2013, the parties to the Nova Scotia Mediation
entered into a proposed settlement agreement relating to the Nova
Scotia Litigation, the principal terms of which include:

   (i) the allowance of a $1.073 billion general unsecured claim
       against the MLC estate in favor of the holders of the Nova
       Scotia Notes, based upon MLC's guarantee of the Nova Scotia
       Notes;

  (ii) the reduction of the approximately $1.608 billion claim
       filed by Green Hunt Wedlake, Inc., as trustee for General
       Motors Nova Scotia Finance Company to $477 million, and the
       allowance of that claim as so reduced as a general
       unsecured claim against the MLC estate;

(iii) the payment by General Motors of Canada Limited of $50
       million in cash to the Nova Scotia Trustee, to be applied
       in part to pay certain fees and expenses of certain parties
       to the Nova Scotia Mediation in the amount of $17.5 million
      (plus any additional amounts owed by General Motors Nova
       Scotia Finance Company to the Canadian Office of
       Superintendent of Bankruptcy pursuant to applicable
       bankruptcy laws in Canada), with the remainder to be
       distributed to the holders of the Nova Scotia Notes
       allocated as follows: approximately 57.43 percent to the
       2015 Notes and approximately 42.57 percent to the 2023
       Notes; and

  (iv) various releases from liability by all past, present and
       future holders of Nova Scotia Notes and the other parties
       to the Settlement Agreement.

The Settlement Agreement requires the GUC Trust to make the
following distributions in accordance with the terms of the
Amended and Restated Motors Liquidation Company GUC Trust
Agreement, dated as of June 11, 2012, as subsequently amended, on
an accelerated basis:

  (i) a special distribution of common stock of General Motors
      Company, warrants to purchase GM Common Stock and units of
      beneficial interest in the GUC Trust, pursuant to Sections
      5.3 and 5.8 of the GUC Trust Agreement, to the holders of
      record of the Nova Scotia Notes as of a date following the
      expiration of the Settlement Appeals Periods, as the
      beneficial holders of the allowed portions of the Guarantee
      Claim and the Wind-Up Claim, on account of such claims; and

(ii) a special distribution of excess distributable assets of the
      GUC Trust, pursuant to Sections 5.4 and 5.8 of the GUC Trust
      Agreement, to all holders of record of the GUC Trust Units
     (including the GUC Trust Units distributed in the Initial
      Distribution) as of a record date to be set after the date
      of the Initial Distribution.

The Initial Distribution will consist of, in the aggregate, (a)
6,174,015 shares of GM Common Stock, (b) 5,612,741 warrants to
acquire GM Common Stock at an exercise price of $10.00, expiring
July 10, 2016, (c) 5,612,741 warrants to acquire GM Common Stock
at an exercise price of $18.33, expiring July 10, 2019, and (d)
1,550,000 GUC Trust Units. In addition, in the event that any
assets become available for distribution to holders of general
unsecured claims against the MLC estate in respect of the legal
action styled as Official Committee of Unsecured Creditors of
Motors Liquidation Co. v. JPMorgan Chase Bank, N.A. et al. (Adv.
Pro. No. 09-00504 (Bankr. S.D.N.Y. July 31, 2009)), those
distributions will be made to the holders of the Nova Scotia Notes
as of the Noteholder Record Date, as the beneficial holders of the
allowed portions of the Guarantee Claim and the Wind-Up Claim.

The Settlement Agreement also requires, on or before Sept. 27,
2013, the GUC Trust to file a motion with the Bankruptcy Court for
the Southern District of New York, and the Nova Scotia Trustee to
file a motion with the Supreme Court of Nova Scotia, in each case
seeking the approval by that court of the Settlement Agreement.
The Settlement Agreement is subject to, among other things, the
receipt of those court approvals, and the terms of the Settlement
Agreement are not binding on the GUC Trust or the other parties
until such court approvals are obtained and until the applicable
deadlines for appeal have expired.

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

                         http://is.gd/jy3A0O

                       About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MPG OFFICE: Merger Agreement "Outside Date" Extended to Oct. 15
---------------------------------------------------------------
Pursuant to the terms of the Agreement and Plan of Merger, dated
as of April 24, 2013, by and among MPG Office Trust, Inc.,
Brookfield DTLA Holdings LLC and certain of their affiliates, the
Company and Brookfield DTLA jointly agreed to extend the Outside
Date (as defined in the Merger Agreement) until Oct. 15, 2013.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities.  If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders.  While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks.  In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency," the Company added.


MSD PERFORMANCE: Unsecured Creditors Target Cash-Collateral Motion
------------------------------------------------------------------
Law360 reported that unsecured creditors of bankrupt MSD
Performance Inc. objected on Sept. 27 to the auto parts maker's
bid to continue using cash collateral to fund its Chapter 11 case,
saying that certain provisions in the interim order benefit
secured lenders at their expense and should be removed.

According to the report, the official committee of unsecured
lenders took aim at adequate protection clauses contained in the
interim cash-collateral order, asserting that the provisions are
"unduly prejudicial" to their interests and must be stricken or
modified from any final order.

                       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: Panel Opposes Fast Sale of Racing-Parts Business
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the MSD Performance Inc. official unsecured
creditors' committee joined with minority secured creditors in
opposing a quick sale of the business with no buyer under
contract.  The Debtors was scheduled to ask the bankruptcy judge
in Delaware to approve auction and sale procedures at a hearing
Oct. 1.

According to the report, MSD filed for Chapter 11 protection with
plans to sell quickly.  According to the committee, there is no
need for speed because the company has positive cash flow.  In
papers filed last week, the committee said a sale will likely give
rise to tax liability required by law to be paid in full before
creditors are entitled distribution.  As a result, the creditors
say the bankrupt company will be administratively insolvent,
meaning there won't be enough cash to pay claims arising during
the course of the bankruptcy.

The report notes that a sale at this juncture, according to the
committee, will "mandate an immediate conversion" to liquidation
in Chapter 7.  The committee wants the judge to allow a "more
measured, orderly" sale process that could produce a transaction
not creating a large tax liability.

A minority of senior secured lenders are similarly opposed to a
quick sale advocated by Z Capital Partners LLC, which acquired
59 percent of the senior debt.  Holders of the remaining
41 percent in senior debt explained in a court filing last week
how they are prepared to propose a genuine reorganization plan
worth $78 million for the lenders.  They didn't disclose details
of the proposal.

The report relates that the minority lenders include funds
affiliated with Madison Capital Partners and Golub Capital
Partners LLC.  At the Oct. 1 hearing, the Committee was slated to
ask the judge for authority to file a reorganization plan.  MSD
wants the judge to require bids by Nov. 18 in advance of an
auction on Nov. 21.  Before bankruptcy, there were talks about a
sale to Z Capital, according to a court filing.

The report discloses that MSD said a sale "may be followed" by a
conversion of the Chapter 11 case to Chapter 7, where a trustee
would complete the liquidation.

                       About MSD Performance

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

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

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


NET TALK.COM: Taps Zachary Salum as New Accountants
---------------------------------------------------
Nettalk.Com Inc. engaged Zachary Salum Auditors P.A., as its
independent registered public accounting firm, to audit the
Company's financial statements.  The decision to engage Zachary
Salum Auditors P.A was approved by the Company's Board of
Directors at a Board meeting called for that purpose.

The Company dismissed its independent certifying accountant
Thomas, Howell, Ferguson, CPA.  The Company's Board of Directors
approved the dismissal on Sept. 23, 2013.  There were no disputes
or disagreements between Thomas, Howell, Ferguson, CPA's and the
Company during the previous fiscal year.  Except for the provision
of a "Going  Concern" opinion, the reports of Thomas, Howell,
Ferguson, CPA's  on the Company's financial statements for the
year ended Dec. 31, 2012, did not contain an adverse opinion or
disclaimer of opinion, and those reports were not qualified, or
modified as to audit scope or accounting principle.

During the year ended Dec. 31, 2012, and through the Dismissal
Date, the Company has not had any disagreements with Thomas,
Howell, Ferguson, CPA's on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedures.

The Company's financial statements for Dec. 31, 2011, were audited
by Meeks International, Inc.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.  For the three
months ended Dec. 31, 2011, the Company reported a net loss of
$3.44 million on $1.29 million of total revenue.

As of Dec. 31, 2012, the Company had $5.64 million in total
assets, $22.87 million in total liabilities, $6.37 million in
redeemable preferred stock, and a $23.60 million total
stockholders' deficit.

Thomas Howell Ferguson P. A., in Tallahassee, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred significant recurring
losses from operations its total liabilities exceeds its total
assets, and is dependent on outside sources of funding for
continuation of its operations.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

On May 26, 2011, the Company's Board of Directors approved a
change in the Company's fiscal year end from September 30, to
December 31, effective Dec. 31, 2011.

                         Bankruptcy Warning

"We have not sustained profits and our losses could continue.
Without sufficient additional capital to apply to repay our
indebtedness, we may be required to significantly scale back our
operations, significantly reduce our headcount, seek protection
under the provisions of the U.S. Bankruptcy Code, and/or
discontinue many of our activities which could negatively affect
our business and prospects.  Our current capital raising efforts
may not be successful in raising additional capital on favorable
terms, or at all," the Company said in its annual report for the
year ended Dec. 31, 2012.


NEOMEDIA TECHNOLOGIES: Stockholders Reject Reverse Stock Split
--------------------------------------------------------------
NeoMedia Technologies, Inc., commenced its annual meeting of
stockholders, with the meeting concluding on Sept. 23, 2013, after
a recess.  At the Meeting, six proposals were submitted for a
vote.

The stockholders elected Laura A. Marriott, George G. O'Leary,
Sarah Fay and Peter Mannetti as directors for terms until the next
succeeding annual meeting of stockholders or until that director's
successor will have been duly elected and qualified.

The stockholders approved, on a non-binding basis, the
compensation of the Company's named executive officers and
selected "every three years" as the desired frequency of future
advisory votes on the compensation of the Company's named
executive officers.  In light of the results, the Company has
decided to set the frequency of future advisory votes on the
compensation of the Company's named executive officers at every
three years going forward.

The stockholders ratified StarkSchenkein, LLP, as the Company's
independent registered accounting firm.

Regarding a vote to amend the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's
outstanding Common Stock at a ratio of 1-for-1,700 while keeping
the amount of authorized shares of Common Stock set at
5,000,000,000, the stockholders did not submit enough affirmative
votes to approve the amendment of the Company's Certificate of
Incorporation.  With regards to a vote to amend the Company's
Certificate of Incorporation to increase its authorized Common
Stock from 5,000,000,000 to 500,000,000,000 shares, the
stockholders did not submit enough affirmative votes to approve
the amendment of the Company's Certificate of Incorporation.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.

As of June 30, 2013, the Company had $5.79 million in total
assets, $92.13 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $91.51 million total
shareholders' deficit.


NESBITT PORTLAND: 2 Hilton Units Still Oppose Second Amended Plan
-----------------------------------------------------------------
HLT Existing Franchise Holding, LLC and Embassy Suites Franchise
LLC, both affiliates of Hilton Worldwide, Inc., filed a further
formal objection to the Second Amended Consensual Joint Plan of
Reorganization of Nesbitt Portland Property, LLC, et al., proposed
by the Debtors and their secured lender.

The Hilton affiliates previously objected to the older version of
the Debtors' Plan.

HTL and Embassy Suites have standard license agreements with the
Debtors.  The Licensor complains that the Debtors try to paint
them as the unreasonable franchisor that will not work with them
when, in fact, the opposite is true.

The Licensor relates that its position has been simple and fair --
that in connection with any plan, any new licensee (including
Secured Lender) must comply with Licensor's current licensing
requirements, including paying all applicable fees and executing
any required documents.  But, the Licensor cites, the Secured
Lender has insisted that it get special treatment not available
for any other prospective licensee to obtain an Embassy Suites
license and contrary to the terms and conditions of Licensor's
current license agreements, standards and procedures.

"The Second Amended Plan remains fatally flawed," says the
Licensorn.  It no longer seeks to assume and assign any of the
license agreements, the Licensor relates, but it still seeks to
compel the Licensor to take certain acts, forbear from other acts,
and alter its procedures by imposing certain terms for any new
franchise agreement for the hotels -- all of which would accrue to
the Secured Lenders's benefit if it obtains title to any of the
Debtors' hotels through a credit bid.

Thus, the Licensor asks the Court to deny confirmation of the Plan
unless it is modified to address the Licensor's concerns.

Creditors HLT Existing Franchise Holding, LLC and Embassy Suites
Franchise LLC are represented by:

          PERKINS COIE LLP
          David M. Neff, Esq.
          Eric E. Walker, Esq.
          131 S. Dearborn Street, Suite
          Chicago, IL  60603-5559
          Tel: (312)324-8400
          Fax: (312)324-9400
          E-mail: dneff@perkinscoie.com
                  ewalker@perkinscoie.com

               - and -

          PERKINS COIE LLP
          Jeffrey S. Goodfried, Esq.
          1888 Century Park East, Suite 1700
          Los  Angeles, CA 90067
          Tel: (310)788-9900
          Fax: (310)788-3399
          E-mail: JGoodfried@perkinscoie.com

             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.


NESBITT PORTLAND: Can Employ Jones Lang as Real Estate Broker
-------------------------------------------------------------
Nesbitt Portland Property, LLC, et al., obtained authority from
the U.S. Bankruptcy Court for the Central District of California
to employ Jones Lang Lasalle Americas, Inc. as real estate broker,
nunc pro tunc to July 2, 2013.

Jones Lang will be helping out the Debtors in the marketing and
disposition of their Hotels and the sale of the Hotels to either a
single purchaser or to multiple purchasers.

Jones Lang will be paid a Transaction Fee payable by the
applicable Debtor or Debtors from the sale proceeds.  The firm
will also be reimbursed for all direct out-of-pocket costs
and expenses.

             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.


NEW CENTURY FIN'L: Bid for Borrowers Committee Denied
-----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge refused on Sept.
26 to allow a borrowers committee to be formed in the New Century
Financial Corp. bankruptcy case, ruling that the request from
individual mortgage borrowers comes too late in the proceedings,
six years after the company filed for Chapter 11 protection.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
ruled that this deep into the case, a borrowers committee wouldn't
be able to serve the same purpose typically rendered by other
common bodies in bankruptcy cases such as unsecured creditors and
equity holders.

                        About New Century

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

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

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

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

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

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


NEW YORK OPERA: Expected to File for Bankruptcy
-----------------------------------------------
Michael Bathon at Bloomberg News reports that the New York City
Opera, created 70 years ago as the "people's opera," expects to
file for bankruptcy protection Oct. 2 and either liquidate in
court or be sold to another institution, its lawyer said.

According to the report, the nonprofit organization, which this
year produced "Anna Nicole," about the late tabloid celebrity,
failed to reach its fundraising goal of $7 million, the lawyer,
Kenneth Rosen of Lowenstein Sandler LLP, said in phone interview.

"There have been many, many generous donors -- a lot of people
appreciate what the New York City Opera does, and it does a
wonderful thing," said Mr. Rosen, who has worked with the opera
for two years.  "But right now we don't have the $7 million that
we need to go forward with the season."

The report notes that the opera company last week posted an
"urgent" notice on its website seeking donations to help raise $20
million, including the $7 million it said it needed by Sept. 30
for the current season.  Just $291,952 was pledged by 2,027 people
in an online Kickstarter campaign as of Sept. 30.

"The opera has obviously been trying to avoid this," Rosen said.
"Over the past several years, it has been doing everything
conceivable to reduce overhead, reduce expenses," including moving
from Lincoln Center to City Center.

The report relates that the company said in a statement on its
website that if the fundraising effort failed, it would suspend
the rest of its 2013-2014 season.

New York City Opera co-produced "Anna Nicole" with Brooklyn
Academy of Music.  The remaining productions for this season are
Johann Christian Bach's "Endimione," Bela Bartok's "Bluebeard's
Castle" and Wolfgang Amadeus Mozart's "The Marriage of Figaro,"
according to the website.

The report discloses that George Steel, the artistic director and
general manager since 2009, wrote in a mass e-mail on Sept. 26
that the opera "is on the verge of canceling its season and filing
for bankruptcy."  The company was once dubbed "the people's opera"
by Mayor Fiorello LaGuardia, and was a breeding ground for young
talent that included Beverly Sills and Placido Domingo.  In 2011-
12, the last year for which results are available, ticket sales
were $1.1 million, down 87 percent from 2005-06.


NORTHCORE TECHNOLOGIES: Begins Trading on NEX Exchange
------------------------------------------------------
Effective at market opening on Sept. 30, 2013, the shares of
Northcore Technologies Inc. will begin trading on the NEX exchange
under the trading symbol "NTI.H" following the delisting of its
shares on the TSX exchange at market closing on Friday, Sept. 27,
2013.

                             About NEX

NEX listed companies are relieved of the pressure of a delisting
deadline, are more visible as potential takeover targets or
investment opportunities and can continue to trade within the
prestigious TMX Group of stock exchanges.  NEX companies are
subject to the same disclosure standards as all Canadian public
companies and must maintain good standing with all relevant
Canadian securities commissions.  In addition, surveillance
standards of NEX companies remain unchanged - they continue to be
overseen by the same independent service that monitors TSX Venture
Exchange and Toronto Stock Exchange companies.

NEX listed companies continue to maintain a relationship within
the TMX Group, smoothing the transition to active listed status on
TSX Venture Exchange when and if the opportunity arises.  Trading
on the NEX open auction market takes place on the same fully
electronic system as TSX Venture Exchange, and is governed by
identical trading rules.

                  Proposed Bio-Diesel Intellectual
                   Property Purchase from Cielo

The proposed Cielo transaction was initially considered a Change
of Business by the TSX and is now considered to be a Reverse
Takeover under the TSXV Policy 5.2 and therefore Northcore must
fulfill all the filing requirements in Policy 5.2.  Northcore will
be required to request a trading halt which will remain until the
reinstatement conditions in Policy 5.2 are satisfied.  Also,
Northcore will be required to meet the Initial Listing
Requirements of the TSXV upon completion of the transaction.  As a
result, Northcore is not proceeding with the Cielo transaction at
this time and intends to seek other potential transactions, which
does not preclude future discussions with Cielo should it be of
interest to both parties.

Chris Bulger, current Chairman of Northcore, is assuming the
duties of Northcore's CEO following the resignation of Don Allan,
who is focused on his role as CEO of Cielo.

                    About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50 percent of GE Asset Manager, LLC, a joint
business venture with GE.  Together, the companies work with
leading organizations around the world to help them liberate more
capital value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.  The Company's balance sheet at
June 30, 2013, showed C$2.52 million in total assets, C$1.36
million in total liabilities and C$1.16 million in total
stockholders' equity.


NUVERRA ENVIRONMENTAL: Wolf Haldenstein Files Class Action
----------------------------------------------------------
Wolf Haldenstein Adler Freeman & Herz LLP on Sept. 27 disclosed
that a class action lawsuit has been filed in the United States
District Court, District of Arizona, on behalf of all persons who
purchased or otherwise acquired shares of the common stock of
Nuverra Environmental Solutions, Inc. between November 11, 2011
and August 23, 2013, inclusive, against the Company and certain of
the Company's officers and directors, alleging securities fraud
pursuant to Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 [15 U.S.C. 78j(b) and 78t(a)] and Rule 10b-5
promulgated thereunder by the SEC [17 C.F.R. 240.10b-5].

The litigation is styled Monroe v. Nuverra Environmental
Solutions, Inc, et al.  A copy of the complaint filed in this
action is available from the Court, or can be viewed on the Wolf
Haldenstein Adler Freeman & Herz LLP website at
http://www.whafh.com

The Complaint alleges that during the Class Period, Nuverra
engaged in a fraudulent scheme to artificially inflate the
Company's stock price by disseminating materially false and
misleading statements, and failing to disclose material
information regarding the Company's true financial scorecard and
operations, thereby damaging Plaintiff and other similarly
situated investors.  In particular, the Company misrepresented or
failed to disclose that (i) it was overleveraged and experiencing
a liquidity crisis; (ii) it was experiencing a significant decline
in its operational results, especially in the Eagle Ford Shale
area; (iii) its default risk materially increased because of its
poor financial performance; and (iv) Defendants therefore lacked a
reasonable basis for their positive statements about the Company
during the Class Period.

On July 30, 2013, the Company issued a press release announcing
its preliminary financial results for the quarter ended June 30,
2013 and, in particular, that its earnings before interest, taxes,
depreciation, and amortization ("EBITDA") were, in fact,
significantly lower than previously projected.  On this news, the
price of Nuverra common stock dropped precipitously from a closing
of $3.49 per share on July 29, 2013 to a closing of $3.04 per
share on July 30, 2013, for a sharp decrease of approximately 13%.

Less than one month later, on August 23, 2013, it was reported in
the news that the Company's financial outlook had been severely
impaired by, among other things, a series of ill-advised
acquisitions.  On this news, the price of Nuverra common stock
declined another 11.76%, closing at $2.40 per share on August 26,
2013.

In ignorance of the false and misleading nature of the statements
described in the Complaint, and the deceptive and manipulative
devices and contrivances employed by said Defendants, Plaintiff
and the other members of the Class relied, to their detriment, on
the integrity of the market price of Nuverra common stock.  Had
Plaintiff and the other members of the Class known the truth, they
would not have purchased said common stock, or would not have
purchased them at the inflated prices that were paid.

If you purchased NES common stock during the Class Period, you may
request that the Court appoint you as lead plaintiff by
November 4, 2013.  A lead plaintiff is a representative party that
acts on behalf of other class members in directing the litigation.
In order to be appointed lead plaintiff, the Court must determine
that the class member's claim is typical of the claims of other
class members, and that the class member will adequately represent
the class.  Under certain circumstances, one or more class members
may together serve as "lead plaintiff."  Your ability to share in
any recovery is not, however, affected by the decision whether or
not to serve as a lead plaintiff.  You may retain Wolf
Haldenstein, or other counsel of your choice, to serve as your
counsel in this action.

Wolf Haldenstein has extensive experience in the prosecution of
securities class actions and derivative litigation in state and
federal trial and appellate courts across the country.  The firm
has approximately 70 attorneys in various practice areas; and
offices in Chicago, New York City, and San Diego.  The reputation
and expertise of this firm in shareholder and other class
litigation has been repeatedly recognized by the courts, which
have appointed it to major positions in complex securities multi-
district and consolidated litigation.

If you wish to discuss this action or have any questions, please
contact Wolf Haldenstein Adler Freeman & Herz LLP at 270 Madison
Avenue, New York, New York 10016, by telephone at (800) 575-0735
(Gregory M. Nespole, Esq.), via e-mail at classmember@whafh.com
or visit our website at http://www.whafh.com

All e-mail correspondence should make reference to "Nuverra".


OCLARO INC: Grant Thornton Raises Going Concern Doubt
-----------------------------------------------------
Oclaro, Inc., 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 29, 2013.

Grant Thornton LLP, in San Francisco, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing the Company's recurring operating losses and
negative cash flows from operations.

The Company reported a net loss of $122.7 million on
$586.0 million of revenues in fiscal 2013, compared with a net
loss of $66.5 million on $385.4 million of revenues in fiscal
2012.  Operating loss was $124.8 million for fiscal 2013, compared
with an operating loss $63.8 million in fiscal 2012.

"Revenues for the year ended June 29, 2013, increased by
$200.6 million, or 52 percent, compared to the year ended June 30,
2012.  The increase was primarily due to the inclusion of revenues
in fiscal year 2013 generated through the acquisition of Opnext on
July 23, 2012."

The Company's balance sheet at June 29, 2013, showed
$449.9 million in total assets, $295.8 million in total
liabilities, and stockholders' equity of $154.1 million.

A copy of the Form 10-K is available at http://is.gd/UU3tUr

San Jose, California-based Oclaro, Inc. (NASDAQ: OCLR) is one of
the largest providers of optical components, modules and
subsystems for the optical communications market.  The Company has
research and development (R&D) and chip fabrication facilities in
the U.S., U.K., Italy, Korea and Japan.  It has in-house and
contract manufacturing sites in China, Malaysia and Thailand, with
design, sales and service organizations in most of the major
regions around the world.


OLYMPIC HOLDINGS: Chapter 11 Case Dismissed
-------------------------------------------
Judge Thomas B. Donovan of the U.S. Bankruptcy Court Central
District of California dismissed the Chapter 11 case of Olympic
Holdings, LLC, with a 180-day bar to refilling.  Judgment with
applicable interest is entered against the Debtor and in favor of
the U.S. Trustee in the amount of $1,950 for unpaid U.S. Trustee
quarterly fees.

As previously reported by The Troubled Company Reporter, the
Debtor's settlement agreement with secured creditor JP Morgan
Chase Bank, N.A., on JPMC's first priority lien on the Debtor's
real property has resolved all of the issues the Debtor had with
its creditors and there is no further reason to attempt to get a
Plan of Reorganization confirmed.

By the settlement, the Debtor has entered into an agreed upon Loan
Modification with JPMC which results in a cure of the obligation
to JPMC and a final resolution of all pending issues between the
parties.  As part of the settlement, the Debtor has agreed that
JMPC will have relief from stay in rem for two years.

The Debtor is represented by M. Jonathan Hayes, Esq., Matthew D.
Resnik, Esq., Roksana D. Moradi, Esq., and Carolyn M. Afari, Esq.,
at SIMON RESNIK HAYES LLP, in Sherman Oaks, California.

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed
a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).  M. Jonathan Hayes, Esq. at Simon Resnik
Hayes LLP represents the Debtor as counsel.

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.


ORCHARD SUPPLY: Seeks Extension of Lease Decision Deadline
----------------------------------------------------------
OSH 1 Liquidating Corporation, f/k/a Orchard Supply Hardware
Stores Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the time for them to assume or
reject any unexpired lease of non-residential property through and
including Jan. 13, 2014.

The Debtors state: "In this case, cause exists to extend the 120-
day period to assume or reject the Real Property Leases.  In light
of the fact that the Debtors are continuing to operate GOB Sales
at the Debtors' remaining lease locations and, in parallel,
continue to market the rights under such leases, it would not be
prudent for the Debtors to make any determinations concerning the
assumption or rejection of the Real Property Leases until such
time as the GOB Sales have been completed and they are certain as
to the ultimate disposition of their remaining assets, including
the Real Property Leases.  Although the Debtors believe that most,
if not all, of the Real Property Leases will ultimately be
rejected, because the GOB Sales continue, the Debtors need to
extend the time to assume or reject the Real Property Leases until
there is certainty respecting each Real Property Lease."

A hearing on the extension motion is scheduled for Oct. 21, 2013,
at 11:00 a.m. EDT.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


ORMET CORP: Seeks Longer Exclusivity as Sale Not Completed
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that that although Ormet Corp. received approval in June
to sell the business to lender and part owner Wayzata Investment
Partners LLC mostly in exchange for debt, the company has been
unable to complete the sale for lack of a new agreement with Ohio
Power Co. to supply electricity for the smelter in Hannibal, Ohio.

According to the report, consequently, the aluminum producer needs
an expansion of the exclusive right to propose a plan in the
Chapter 11 reorganization begun in February.  Ormet said it can't
formulate a plan until the sale is completed.  There will be a
hearing on Oct. 17 where Ormet will seek a four-month expansion of
exclusive plan-filing rights until Feb. 20.  The sale approval was
facilitated by a settlement in which Wayzata will give a $2
million note to a trust for unsecured creditors.

The report notes that the note will mature in six years and pay 5
percent cash interest.  Wayzata will participate in proceeds from
the note as a result of its deficiency claims.  The unsecured
creditors' trust will also have warrants for 2.5 percent of the
stock exercisable at a price equal to the secured debt owing to
Wayzata, including loans for the Chapter 11 case.  The creditors
will have warrants for another 2 percent equal to twice the
Wayzata debt.  Wayzata will acquire the business in exchange for
$130 million of the $139.5 million in secured debt it holds.
Wayzata has been financing the Chapter 11 case.

                         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.


OVERSEAS SHIPHOLDING: OSG Gets Court OK to Revise BP Contract
-------------------------------------------------------------
Debtor OSG Lightering LLC sought and obtained authority from the
Bankruptcy Court to (i) terminate an existing Agreement to Share
Profits and Losses from the Sale of Marine Fuel Offshore by Ship
to Ship Transfer with BP Products North America Inc., and (ii)
enter into a new and revised services agreement with BP Products.

The Debtor is also authorized to abandon the Davits and Fenders in
accordance with the terms of the revised agreement.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Can Hire Venable as Litigation Counsel
------------------------------------------------------------
The Honorable Peter J. Walsh granted Overseas Shipholding Group,
Inc., et al., permission to employ Venable LLP, as of July 29,
2013, to serve as their non-ordinary course professional special
litigation counsel.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OXFORD BUILDING: Driveway Maintenance & DDR Suits Remanded
----------------------------------------------------------
District Judge Virginia M. Hernandez Covington in Tampa, Florida,
remanded to the Circuit Court of the Sixth Judicial Circuit, in
and for Pinellas County, Florida, the lawsuit, DRIVEWAY
MAINTENANCE, INC., a Florida corporation, Plaintiff,
v. DDR SOUTHEAST CLEARWATER DEVELOPMENT, LLC, a Delaware limited
liability company, and the unknown assigns, successors in
interest, trustees, or any other party claiming by, through,
under, or against the foregoing, Defendant; and DDR SOUTHEAST
CLEARWATER DEVELOPMENT, LLC, a Delaware limited liability company,
Third-Party Plaintiff, v. CONTROL BUILDING SERVICES, INC., CONTROL
EQUITY GROUP, INC., EDWARD TUREN and NEAL TUREN, Third-Party
Defendants, Case No. 8:13-cv-1751-T-33TGW (M.D. Fla.).  Driveway
Maintenance Inc. and DDR Southeast Clearwater Development LLC
filed separate Motions to Remand.

The Defendants removed the complaint to the District Court under
28 U.S.C. Sections 1452(a) and 1334(b), saying the action is
related to the Chapter 11 proceedings of Oxford Building Services
Inc.

A copy of the Court's Sept. 25, 2013 Order is available at
http://is.gd/aUu1AKfrom Leagle.com.

                       About Oxford Building

Oxford Building Services, Inc., Oxford Property Services, Inc.,
and Origin PR LLC sought Chapter 11 protection (Bankr. D.N.J. Lead
Case No. 13-13821) on Feb. 26, 2013, in Newark, New Jersey.

Oxford is a national organization providing a full spectrum of
facility maintenance, housekeeping, janitorial and security
services for office building real estate investment trusts
("REITs"), retail and entertainment REITs, national retailers and
chain stores.  Oxford also optimizes the facility maintenance
process for companies with multi-unit facility management needs
through the use of software, vendor management tools, statistical
modeling and analysis, paperless invoicing and a transaction/call
center.  Oxford Building, the lead debtor, is the sole member of
Origin and owns 100% of the outstanding stock of OPS.

Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serve as counsel to the Debtors.

Oxford Property estimated assets and debts of $10 million to
$50 million.  Oxford Building estimated at least $1 million in
assets and liabilities.


PACIFIC RUBIALES: Petrominerales Acquisition Credit Neutral
-----------------------------------------------------------
Fitch Ratings expects Pacific Rubiales Energy Corp.'s (Pacific
Rubiales) intended acquisition of Petrominerales Ltd to be credit
neutral. The transaction is believed to marginally increase the
company's leverage and somewhat increase its production
diversification.

Fitch currently rates Pacific Rubiales' foreign and local currency
Issuer Default Ratings (IDRs) at 'BB+'; Outlook Stable.

On Sept. 29, 2013, Pacific Rubiales entered into an agreement to
acquire all outstanding common shares of Petrominerales. The total
purchase price of approximately USD1.5 billion includes a USD908
million cash payment and Pacific Rubiales assumption of USD622
million of debt. The company expects to finance the acquisition
using cash on hand and short-term financing from its committed
credit lines. As a result of this, Pacific Rubiales leverage could
increase to approximately 1.2 times (x) on a pro forma basis and
given effect to the incremental debt from approximately 0.7x as of
year-end 2012.

Following the acquisition, the company intends to divest some of
Petrominerales asset, especially some investments in pipelines in
Colombia, to raise approximately USD400 million of cash and reduce
debt related to the acquisition. The company stated its intention
to maintain a consolidated leverage below 1.0x in the medium term,
which Fitch sees in line with the assigned rating category.


PANACHE CUISINE: Payment of Belair PACA Claim Blocked
-----------------------------------------------------
Sovereign Bank succeeded in blocking the motion of Belair Produce,
Inc., Del Monte Foods, Inc., and Charles Goldstein, Chapter 7
Trustee of Panache Cuisine LLC, to pay the PACA claims as to
Belair.

Belair and Del Monte are suppliers of wholesale quantities of
perishable agricultural commodities and are licensed as dealers
under the Perishable Agricultural Commodities Act ("PACA"), 7
U.S.C. Sec. 499a, et seq.  Belair claimed to have supplied Panache
with produce impressed by a floating trust pursuant to the PACA
trust provisions of 7 U.S.C. Sec. 499e(c)(2), in the unpaid amount
of $461,214.23.  The amount claimed by Del Monte totaled
$13,755.33.

Sovereign is the holder of a secured claim against the debtor
based upon a prepetition loan in the principal amount of $500,000.

A copy of Bankruptcy Judge James F. Schneider's Sept. 23, 2013
Memorandum Opinion is available at http://is.gd/yzow1rfrom
Leagle.com.

Panache Cuisine, LLC, filed for Chapter 7 bankruptcy (Bankr. D.
Md. Case No. 13-17027) on April 23, 2013.  Panache Cuisine was a
Baltimore, Maryland-based, 100% woman-owned, USDA/FDA, and U.S.
Military approved fresh foods manufacturing company specializing
in chef prepared 'Gourmet to Go' cuisine such as Artisan
Sandwiches, Entree Salads, Exquisite Entrees, Snacks & Sides,
Breakfast and Desserts.  It sold both label/retail packaged and
bulk-packed products for 'drop off catering'/event fulfillment,
and customized boxed lunches/meals.  Its product line featured
close to 200 fresh items serving a broad range of tastes and price
points including certain certified kosher products. Its products
were featured in many retail venues, ranging from four star
resorts and hotels, coffee retailers, collegiate retail dining,
corporate dining, airline, and national railway segments
throughout the East Coast.

Panache operated out of a plant and warehouse located at 1215 East
Fort Avenue, Baltimore, pursuant to a sublease from Phillips
Foods, Inc.  Jennifer E. Stack signed the petition as Chief
Operating Officer on behalf of the debtor.

On the petition date, Charles R. Goldstein was appointed interim
Chapter 7 Trustee, and later accepted the appointment as permanent
Trustee.

On Aug. 6, 2013, the Chapter 7 Trustee filed a motion to sell
property of the debtor free and clear of liens to Phillips Foods,
the debtor's landlord.  On Aug. 13, the Court entered an order
approved the sale to Phillips Food in the amount of $84,000, and
capped the landlord's administrative rent claim in the amount of
$166,789.75.  The Chapter 7 Trustee held proceeds from the court-
approved sales and other funds in the approximate amount of
$90,000.

The Chapter 7 Trustee may be reached at:

          Charles R. Goldstein
          PROTIVITI INC.
          1 E. Pratt St., Suite #800
          Baltimore, US
          Tel: (410) 454-6830
          E-mail: charles.goldstein@protiviti.com

Counsel to the Debtor is:

          Ronald J Drescher, Esq.
          DRESCHER & ASSOCIATES, P.A.
          4 Reservoir Circle, Suite 107
          Baltimore, MD 21208
          E-mail: rondrescher@drescherlaw.com

Counsel to the Chapter 7 Trustee is:

          Karen H. Moore, Esq.
          LAW OFFICE OF LORI SIMPSON, LLC
          1400 South Charles Street, 3rd Floor
          Baltimore, MD 21230
          Tel: 410-779-5382
          Fax : 410-385-1514
          E-mail: kmoore@lsimpsonlaw.com

Counsel to Belair Produce Co.:

          Louis W Diess, III, Esq
          Kate Ellis, Esq
          MCCARRON & DIESS
          4530 Wisconsin Avenue, N.W., Suite 301
          Washington, D.C. 20016
          E-mail: smccarron@mccarronlaw.com
                  ldiess@mccarronlaw.com
                  kellis@mccarronlaw.com

Counsel to Sovereign Bank:

          Lisa Bittle Tancredi, Esq.
          GEBHARDT & SMITH LLP
          One South Street, Suite 2200
          Baltimore, MD 21202-3281
          E-mail: lisa.tancredi@gebsmith.com


PARADE PLACE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Parade Place, LLC
        3145 Coney Island Avenue
        Brooklyn, NY 11235
        NEW YORK, NY

Case No.: 13-13160

Chapter 11 Petition Date: September 27, 2013

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

Judge: Judge Martin Glenn

Debtor's Counsel: Arnold Mitchell Greene
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  875 Third Avenue
                  9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Saadia Shapiro, managing member.

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/nysb13-13160_243033.pdf


PATRIOT COAL: Panel Can Retain H5 to Provide Expert Search Svcs.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized the Official Committee of Unsecured Creditors of
Patriot Coal Corporation, et al., to retain H5 to provide expert
search and data management services, at a rate not to exceed $385
per hour.

The retention of H5 will be subject to the same terms and
limitations as those applicable to "Ordinary Course Professionals"
retained by the Debtors under the Order Authorizing the Debtors to
Employ Ordinary Course Professionals, Nunc Pro Tunc to the
Petition Date.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.  The Disclosure Statement is expected to be
filed on or before Oct. 2, 2013, and the approval hearing is
currently scheduled for Nov. 6, 2013.


PATRIOT COAL: Peabody, Arch Dodge Coal Miners' Suit Over Spinoff
----------------------------------------------------------------
Law360 reported that a West Virginia federal judge on Sept. 27
dismissed a lawsuit by retired coal miners accusing Peabody Energy
Corp. and Arch Coal Inc. of trying to avoid retirement liabilities
by spinning off the miners' pension plans to now-bankrupt Patriot
Coal Corp., saying the Employee Retirement and Income Securities
Act doesn't protect a pension fund's financial stability.

According to the report, U.S. District Judge Joseph Goodwin
rejected the coal miners' interpretation of ERISA, saying the
statute only guards the individual rights of employees to obtain
benefits.

The case is Lowe et al v. Peabody Holding Company, LLC et al.,
Case No. 2:12-cv-06925 (S.D.W.Va.) before Judge Joseph R. Goodwin.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6, 2013, filed a bare-bones
reorganization plan and promised to provide details in disclosure
materials by Oct. 2.  The plan in general terms said creditors
will be paid with new stock and debt.  Patriot previously said it
was talking with Knighthead Capital Management LLC and Aurelius
Capital Management LP about a rights offering to supply some of
the financing to emerge from bankruptcy.


PATRIOT COAL: Judge Tosses Union's Suit over Retiree Benefits
-------------------------------------------------------------
Marie Beaudette, writing for Daily Bankruptcy Review, reported
that a federal judge has dismissed a lawsuit filed by a union
representing mine workers that claimed retiree benefits were
unfairly jeopardized by Patriot Coal Corp.'s bankruptcy filing
last year.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6, 2013, filed a bare-bones
reorganization plan and promised to provide details in disclosure
materials by Oct. 2.  The plan in general terms said creditors
will be paid with new stock and debt.  Patriot previously said it
was talking with Knighthead Capital Management LLC and Aurelius
Capital Management LP about a rights offering to supply some of
the financing to emerge from bankruptcy.


PATRIOT CORP: Peabody Must Produce Requested Documents by Oct. 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
granted in part the Joint Motion of Patriot Coal Corporation, et
al., and the Official Committee of Unsecured Creditors to compel
production of documents by Peabody Energy Corporation.

The Court further ordered that:

   1. All documents requested must be produced on or before
Oct. 31, 2013, by rolling production;

   2. There will be a telephonic status hearing on Oct. 8, 2013,
at 9:00 a.m. and there will be a status hearing on Oct. 22, 2013,
at 9:00 a.m.;

   3. At these status hearings Peabody is to report the number
of documents, paper and electronic, that have been reviewed and
the number of documents, paper and electronic, that have been
produced as of that date; and

   4. Peabody may continue to use its Relativity Assisted Review
and attorney review to determine the documents to be produced.

A copy of the Order is available at:

         http://bankrupt.com/misc/patriotcoal.doc4716.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.  The Disclosure Statement is expected to be
filed on or before Oct. 2, 2013, and the approval hearing is
currently scheduled for Nov. 6, 2013.


PATRIOT CORP: Court Okays Settlement Agreement with ACE Companies
-----------------------------------------------------------------
On Sept. 27, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri approved the settlement agreement entered
into on Sept. 20, 2013, between Patriot Coal Corporation, Heritage
Coal Company LLC and Pine Ridge Coal Company, LLC and ACE American
Insurance Company, Pacific Employers Insurance Company, Century
Indemnity Company and Indemnity Insurance Company.

As reported in the TCR on Sept. 12, 2013, beginning in 2008,
362 plaintiffs brought actions qgainst the Plaintiff Debtors in
the Circuit Court of Boone County, West Virginia, each making
substantially similar allegations and claims that the Plaintiff
Debtors' mining operations near the Underlying Plaintiffs'
residences in Seth and Prenter, Boone County, West Virginia
resulted in (i) damage to the water supply near the Underlying
Plaintiffs' residences and (ii) bodily harm to the Underlying
Plaintiffs.

On July 10, 2009, the Plaintiff Debtors filed a third-party
complaint against, among others, the ACE Companies, one of the
Plaintiff Debtors' insurers seeking coverage for the Boone County
Well Water Litigation.

The Boone County Well Water Litigation was settled as between the
Underlying Plaintiffs and the Plaintiff Debtors, and such
settlement was approved by the West Virginia Circuit Court on
Nov. 17, 2011.

On June 11, 2013, the Parties participated in a mediation session
to explore a potential negotiated resolution of the Boone County
Insurance Coverage Action.  On that same date, the Parties agreed
to the terms of the Settlement, which is intended to resolve all
claims underlying the Boone County Insurance Coverage Action.

A copy of the Order Approving the Settlement Agreement is
available at http://bankrupt.com/misc/patriotcoal.doc4719.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.  The Disclosure Statement is expected to be
filed on or before Oct. 2, 2013, and the approval hearing is
currently scheduled for Nov. 6, 2013.


PENSACOLA BEACH: Has Bankruptcy Case Dismissed
----------------------------------------------
Counsel to Pensacola Beach, LLC, at a hearing on other matters in
its case, made an oral motion to dismiss the Debtor's bankruptcy
case voluntarily.

Accordingly, in a Sept. 26 ruling, Judge William S. Shulman
granted the Debtor's dismissal request with a one-year injunction
from filing a Chapter 11 petition in any bankruptcy court.  The
Debtor is not prohibited from filing a Chapter 7 petition, the
judge clarified.

As previously reported by The Troubled Company Reporter on Aug.
26, 2013, American Fidelity Life Insurance Company sought
dismissal of Pensacola Beach, LLC's Chapter 11 case and asked the
Bankruptcy Court t0 prohibit the Debtor from filing for protection
under the Bankruptcy Code for two years.  Among other things,
American Fidelity asserted that the case was filed in bad faith.

In a Sept. 23, 2013 filing, American Fidelity submitted to the
Court a first supplement to its Motion to Dismiss to update and
confirm that cause still exists to dismiss the case.  Among other
things, American Fidelity asserts that the Debtor continued to
abuse the judicial process by attempting to take actions that
benefit David Brannen versus paying legitimate creditors.

                     About Pensacola Beach

Gulf Breeze, Florida-based Pensacola Beach, LLC, aka Springhill
Suites by Marriott Pns Beach, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 13-30569) on May 2, 2013.  Judge
William S. Shulman oversees the case.  Sherry F. Chancellor, Esq.,
at The Law Office of Sherry F. Chancellor, serves as the Debtor's
counsel.  The Debtor also tapped Mark J. Proctor and Travis P.
Lepicier and the law firm of Levin, Papantonio, Thomas, Mitchell,
Rafferty and Proctor, P.A., as attorneys in regard to the British
Petroleum/Deep Water Horizon Oil Spill claims.

In its petition, Pensacola Beach estimated $10 million to
$50 million in both assets and debts.  The petition was signed by
David Brannen, managing member.

In its schedules, the Debtor disclosed $22,523,252 in assets and
$16,655,337 in liabilities.


PENSON WORLDWIDE: Court Dismisses GTP1's Chapter 11 Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered on
Sept. 20, 2013, an order granting the motion of Penson
Technologies, LLC, and GHP1, Inc., dismissing the Chapter 11 case
of GHP1.

The right of GHP1 to file a future petition for relief under
Chapter 7 or 11 of the Bankruptcy Code is preserves to the fullest
extent allowed by, among other sections, section 349 of the
Bankruptcy Code.

Following dismissal of GHP1's Chapter 11 case, it will not be held
liable for any claim that has been filed or asserted against any
other Debtor in the Chapter 11 cases.

As reported in the TCR on Sept. 20, 2013, PTL, as successor-in-
interest to debtors other than GHP1, and GHP1 ask the Delaware
bankruptcy court to (i) dismiss the Chapter 11 case of GHP1, Case
No. 12-10070, and (ii) modify the caption of the jointly
administered cases to remove GHP1 as a debtor in the cases.

Counsel to the Debtors, Ryan M. Bartley, Esq., of Young Conaway
Stargatt & Taylor LLP, relates that GHP1 has no liquid assets and
its illiquid assets are not expected to yield any material value.
On the other hand, he reveals, several claims have been asserted
against GHP1, including a purported priority tax claim by the
Wisconsin Department of Revenue for $137,000.

Since GHP1 does not have any assets of any material value, it does
not anticipate that it will be able to make distributions to
satisfy claims of any of its creditors -- either under a
Chapter 11 plan or a Chapter 7 liquidation.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide, Inc., and its affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-
10061) on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
Company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the Company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the Company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The Company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.

Penson Worldwide's Fifth Amended Joint Liquidation Plan became
effective and the Company emerged from Chapter 11 protection on
Aug. 15, 2013.  The Court confirmed the Plan on July 31, 2013.


PENTON BUSINESS: S&P Hikes 1st Lien Credit Facility to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that Penton Business Media
Holdings Inc. has changed the terms of its proposed refinancing.
The credit facility will now consist of a five-year $50 million
revolving credit facility ($20 million drawn at closing), a
$460 million first-lien term loan, and a $205 million second-lien
term loan.

S&P is revising its recovery rating on the company's first-lien
credit facility to '2', indicating its expectation for substantial
(70% to 90%) recovery for first-lien lenders in the event of a
payment default, from '3' (50% to 70% recovery expectation).  S&P
is subsequently raising the issue-level rating on this debt to
'B+' from 'B', in accordance with its notching criteria.

The issue-level and recovery ratings on the second-lien term loan
are unchanged.  Under the new proposed structure, pro forma lease-
adjusted interest coverage is 2.6x, compared with 2.8x under the
original structure, because of the increased amount of second-lien
debt.  The amount of debt outstanding is essentially the same.

S&P views the company's business risk profile as "weak" because of
its exposure to the declining print industry.  The "highly
leveraged" financial risk profile reflects the company's high
lease-adjusted leverage of about 6x.

RATINGS LIST

Penton Business Media Holdings Inc.
Penton Media Inc.
Penton Business Media Inc.
Corporate Credit Rating               B/Stable/--

Upgraded; Recovery Rating Revised
                                       To                From
Penton Media Inc.
Penton Business Media Inc.
$50M revolver                         B+                B
   Recovery Rating                     2                 3
$460M first-lien term loan            B+                B
   Recovery Rating                     2                 3


PENTON OPERATING: Moody's Revises First Lien Debt Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service changed the rating on the proposed first
lien debt to be issued by subsidiaries of Penton Operating
Holdings, Inc. to B1 from B2. The rating assigned to proposed
second lien term loan is affirmed at Caa2. The Caa1 corporate
family rating and Caa1-PD probability of default rating of Penton
Business Media Holdings, Inc. remain on review for upgrade
following the proposed debt refinancing. Upon closing of the
transaction and review of final documentation, Moody's expects to
raise the CFR to B3 from Caa1 and change the outlook to stable.

The change in the first lien rating reflects additional debt
cushion below the first lien facility due to the decrease in size
of the proposed first lien term loan to $460 million from $520
million and the increase in size of the second lien term loan to
$205 million from $150 million. The $50 million revolver size is
unchanged but the revolver is expected to be partially drawn at
closing to, among other things, fund the reduction in the amount
of aggregate term loan borrowings. The first and second lien
ratings for the proposed transaction are based on an expected B3
CFR after the closing of the refinancing. While the change in deal
structure will lead to higher interest expense, Penton is still
expected to maintain good free cash flow levels. The Caa1 ratings
on the existing revolver and term loan were unchanged. Moody's
expects to withdraw the existing instrument ratings upon
completion of the transaction. If the proposed transaction is
unsuccessful, the CFR would likely be confirmed at the Caa1 level.

The debt will be jointly borrowed by two subsidiaries of the
company, Penton Media, Inc. and Penton Business Media, Inc.
Moody's will withdraw all existing ratings at Penton Business
Media Holdings, Inc. and move the corporate family rating and the
probability of default rating to the new Guarantor, Penton
Operating Holdings, Inc. at the close of the proposed transaction.

The following ratings remain on review for upgrade:

Issuer Penton Business Media Holdings, Inc.

  Corporate Family Rating, Caa1

  Probability of Default Rating, Caa1-PD

The following ratings were upgraded:

Issuer Penton Business Media, Inc.

  New $50 million revolver maturing 2018, to B1 (LGD3-32%) from
  B2 (LGD3-37%)

  New $460 million (downsized from $520 million) 1st lien term
  loan maturing 2019, to B1 (LGD3-32%) from B2 (LGD3-37%)

The following ratings were affirmed:

Issuer Penton Business Media, Inc.

  New $205 million (upsized from $150 million) 2nd lien term loan
  maturing in 2020 Caa2 (to LGD5-84% from LGD5-87%)

Penton Business Media, Inc. outlook stable

Ratings Rationale:

The potential upgrade of the corporate family rating to B3
reflects Penton's improvement in operating performance, two recent
acquisitions, and the resolution of the company's upcoming debt
maturity upon the successful completion of the transaction. The
rating is also supported by the company's improved business mix
between print and digital content and the company's strong
position in the niche verticals that it operates in. However,
these positives are offset by Penton's high leverage and its
cyclical business profile. Print revenues which have declined in
the mid to high single digit percentage range, still account for
around 50% of the company's total revenue. However, due to the
lower margins of the Print business this segment accounts for a
smaller amount of overall EBITDA.

Following the refinancing and the full integration of Aviation
Week, Moody's expects Penton's leverage to decline to
approximately 5.5x (Moody's adjusted) by year end 2014 through
cost synergies, modest revenue growth, and the increase in
business revenue mix coming from its higher margin Event and
Digital business lines compared to Print. In addition to the
leverage improvement from EBITDA growth, Moody's expects Penton to
generate approximately $50 million of free cash flow each year
which may be used to fund future acquisitions.

Moody's anticipates that Penton will have good liquidity in the 12
months following the proposed refinancing, supported by strong
free cash flow and a partially drawn $50 million revolver ($20
million expected to be drawn at closing). The term loans are
expected to have no financial covenants, except for a springing
net leverage test on the revolver.

The ratings for the proposed debt instruments reflect the expected
probability of default of Penton following the closing of the
refinancing, to which Moody's expects to assigns a PDR of B3-PD,
the average family loss given default assessment and the
composition of the debt instruments in the capital structure. The
proposed 1st lien credit facilities are rated B1 (LGD3, 32%), two
notches above the CFR given the loss absorption from the Caa2
(LGD5, 84%) rated 2nd lien debt.

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

Penton Business Media, Inc., headquartered in New York, NY, is a
diversified business-to-business media company providing print,
trade show and digital products and services. Penton filed for
Chapter 11 bankruptcy protection in February 2010. Revenue for the
twelve months ended June 30, 2013 was $316 million.


PETTERS COMPANY: Fallout Continues Five Years Later
---------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that five years after Ponzi-scheme operator Tom Petters's arrest,
the recipients of his largesse are still paying for his crimes.

According to the report, a Minnesota volunteer organization, one
of nearly 400 businesses, individuals and nonprofits that faced
lawsuits demanding the return of the money they received from Mr.
Petters and his business empire, reached a settlement that will
see it return $5,000 of the $57,500 it received.

The amount of money at stake isn't much, especially compared with
the more than $3.6 billion Mr. Petters was convicted of stealing
from investors but the deal shows that the fallout continues from
a Federal Bureau of Investigation agents' raid of Mr. Petters's
Minnesota offices, which exposed a massive fraud and turned lives
upside down, the report related.

The Star Tribune looked back at the fateful day of Sept. 24, 2008,
which prompted complex bankruptcy proceedings, hundreds of
lawsuits and several prison sentences. That includes the 50-year
sentence that Mr. Petters will ask a judge to shorten at a hearing
next month.

Five of Mr. Petters's associates have received, in total, about 30
years in prison, while a sixth got a year of home detention, the
report said.  Two more have yet to be sentenced, although at least
one -- fundraiser Frank Vennes Jr. -- is pleading for less than
the maximum 15-year sentence he faces.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PLC SYSTEMS: Barry Honig Held 6.7% Equity Stake at Sept. 23
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Barry Honig disclosed that as of Sept. 23,
2013, he beneficially owned 10,833,334 shares of common stock of
PLC Systems Inc. representing 6.7 percent of the shares
outstanding.  Mr. Honig previously reported beneficial ownership
of 6,469,467 common shares or 9.9 percent equity stake as of
Feb. 22, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/htHfJX

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems disclosed a net loss of $8.38 million on $1.08 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.75 million on $671,000 of revenue in 2011.  The
Company's balance sheet at June 30, 2013, showed $2.27 million
in total assets, $12 million in total liabilities and a $9.73
million stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has sustained recurring net losses and negative cash flows
from continuing operations, which raises substantial doubt about
its ability to continue as a going concern.


PLY GEM HOLDINGS: Presented at Zelman Housing Summit
----------------------------------------------------
Ply Gem Holdings, Inc., participated in meetings with various
investment professionals during the Zelman Housing Summit on Sept.
26th and 27th, 2013.  The investor materials that were used during
the meetings can be accessed under the "Presentations" header of
the "Investor Relations" section of the Company's Web site at
www.plygem.com.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.

The Company's balance sheet at June 29, 2013, showed $1.10 billion
in total assets, $1.17 billion in total liabilities and a $70.18
million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PMI GROUP: Emerges From Bankruptcy Protection
---------------------------------------------
The PMI Group, Inc. disclosed that it has successfully emerged
from bankruptcy protection effective October 1, 2013.  TPG filed
its chapter 11 plan of reorganization on April 30, 2013 (as
amended on June 3, 2013 and September 26, 2013, the "Plan"), and
the Plan was confirmed by order of the United States Bankruptcy
Court for the District of Delaware dated July 25, 2013.  Pursuant
to the Plan, distributions of cash or cash and stock in
reorganized TPG, as applicable, will be forthcoming to claimants
that held valid and allowed claims as of 5:00 p.m., EDT, on
October 1, 2013.

"Throughout the reorganization process, the company's executives,
board and professional advisors, along with its creditors'
committee and its advisors, worked effectively together to unlock
tens of millions of dollars of value and substantially improve
recoveries for creditors," said David W. Prager, TPG's Chief
Executive Officer.  "Tuesday's milestone marks the successful
culmination of these efforts."

TPG was advised by its restructuring advisors at Goldin
Associates, LLC and its attorneys at Young Conaway Stargatt &
Taylor, LLP and Sullivan & Cromwell LLP.  The Creditors' Committee
for TPG was advised by its attorneys at Morrison & Foerster LLP
and Womble Carlyle Sandridge & Rice, LLP and its financial
advisors at Peter J. Solomon Company. TPG's bankruptcy filings,
including the Plan and Confirmation Order, can be found at
http://www.kccllc.net/PMI

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.

The U.S. Bankruptcy Court approved the Plan of Reorganization and
related disclosure statement of PMI Group on July 25, 2013.


PONTIKI COAL: Excel Issues WARN Notices to Mining Complex Workers
-----------------------------------------------------------------
Alliance Resource Partners, L.P. on Sept. 27 disclosed that its
subsidiary, Excel Mining, LLC, issued Worker Adjustment and
Retraining Notification (WARN) Act notices to all employees at the
Pontiki mining complex in Martin County, Kentucky.  ARLP currently
plans to continue operations at the Pontiki complex until early
December to fulfill commitments under existing sales contracts at
which time the mine is expected to cease production.

"For over 36 years, the Pontiki mining complex has operated safely
and profitably -- providing quality jobs for our hardworking
people and meeting the needs of customers," said Joseph W. Craft
III, President and Chief Executive Officer.  "When Pontiki resumed
production last year, we knew the market outlook was uncertain but
were hopeful that conditions would improve.  Unfortunately, market
conditions remain weak, and we have been unable to secure new coal
sales commitments for Pontiki coal beyond the existing 2013
contracts.  While we are deeply saddened by the impact of this
decision on our employees, their families and their communities,
we have no choice but to take this unfortunate but necessary step
to begin the process of winding down production operations at
Pontiki."

ARLP continues to execute on its growth projects in the Illinois
Basin and Northern Appalachia, and management is currently
evaluating options to provide employment opportunities to Pontiki
personnel at other ARLP operations in those regions.  Information
sessions will be scheduled in the near future to allow Pontiki
employees to learn more about these opportunities.

Following a closure order by the Mine Safety and Health
Administration with respect to the Pontiki coal preparation plant
and associated surface facilities, the Pontiki mining complex was
temporarily idled on August 29, 2012 and resumed operations on
November 25, 2012.  Due to that temporary idling of the mine, ARLP
recorded in 2012 approximately $26.6 million of related losses and
charges, including a $19.0 million non-cash asset impairment
charge.  ARLP does not currently expect the closure of the Pontiki
mine to have a material impact on its 2013 financial results.

The Pontiki mining complex is owned by Pontiki Coal, LLC and
operated by Excel, both wholly-owned subsidiaries of ARLP.  The
Pontiki mining complex currently employs approximately 142 workers
and has generated 2013 year-to-date coal sales and production
volumes of approximately 613,000 tons and 634,000 tons,
respectively.

             About Alliance Resource Partners, L.P.

ARLP is a diversified producer and marketer of coal to major
United States utilities and industrial users.  ARLP, the nation's
first publicly traded master limited partnership involved in the
production and marketing of coal, is currently the third largest
coal producer in the eastern United States with mining operations
in the Illinois Basin, Northern Appalachian and Central
Appalachian coal producing regions.  ARLP operates eleven mining
complexes in Illinois, Indiana, Kentucky, Maryland and West
Virginia.  ARLP is also constructing a new mine in southern
Indiana and is purchasing and funding development of reserves,
constructing surface facilities and making equity investments in a
new mining complex in southern Illinois.  In addition, ARLP
operates a coal loading terminal on the Ohio River at Mount
Vernon, Indiana.


PPL MONTANA: S&P Affirms 'BB+' Rating & Revises Outlook to Stable
-----------------------------------------------------------------
PPL Montana LLC has reached an agreement to sell its hydroelectric
facilities to NorthWestern Energy for $900 million in cash,
subject to certain adjustments.  The company will also pay
$271 million to terminate a sale-leaseback arrangement for an
interest in the Colstrip coal-fired facility.  S&P expects PPL
Corp. to apply estimated net proceeds of about $623 million for
debt reduction at supply affiliate PPL Energy Supply LLC.  S&P is
revising the rating outlook on PPL Montana's $338 million pass-
through certificates (outstanding: about $90 million) due 2020 to
stable from negative and affirming our 'BB+' rating on the
certificates.

On Sept. 30, 2013, S&P revised the rating outlook on PPL Montana
LLC's $338 million pass-through certificates (outstanding: about
$90 million) due 2020 to stable from negative and affirmed its
'BB+' issue-level rating on the certificates.

On Sept. 26, 2013, PPL Corp. announced that affiliate PPL Montana
LLC has reached an agreement to sell its hydroelectric facilities
to NorthWestern Energy for $900 million in cash, subject to
certain adjustments.

The agreement includes 11 Montana hydroelectric power plants with
633 megawatts of generating capacity and the Hebgen Lake
Reservoir.  The sale is expected to close in the second half of
2014, subject to Federal Energy Regulatory Commission (FERC) and
Montana Public Service Commission approval.  The agreement does
not include PPL Montana's interest in the Colstrip facility or its
J.E. Corette coal-fired facility located near Billings.  The
Colstrip plant is jointly owned by PPL Montana and five other
companies, including NorthWestern Energy. PPL Montana previously
announced that it plans to mothball the Corette plant in April
2015.

"We had revised the outlook to negative in July 2013 due to
concerns about progressively weaker market fundamentals for PPL
Montana that had started affecting its cash flows in the first
quarter of 2013.  We expected financial measures to deteriorate
significantly by 2015.  With the sale, and expected debt pay down
by year-end 2013, those concerns are no longer relevant," said
Standard & Poor's credit analyst Aneesh Prabhu.


PRESIDENTIAL REALTY: Bank Takes Possession of Hato Rey Property
---------------------------------------------------------------
As previously reported, a judgment of foreclosure was granted
against PDL, Inc. & Associates, Limited Co-Partnership against
Presidential Realty Corporation's Hato Rey property in Puerto
Rico.  On Sept. 23, 2013, U.S. Bank National Association, as
trustee, as successor-in-interest to Bank of America, National
Association, as trustee for the Registered Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, acting by and through Berkadia
Commercial Mortgage LLC in its capacity as special servicer
pursuant to the pooling and servicing agreement dated Oct. 11,
1998, took possession of the Hato Rey property pursuant to the
foreclosure judgment.  The Company has been advised that the sale
price was less than the amount of the judgment.  The Company has
reported the Hato Rey property since March 31, 2012, as a
discontinued operation.

The claims brought in the foreclosure action against PDL, Inc.,
the Company, Lester Cohen and F.D. Rich Company of Puerto Rico,
Inc., with liability among them to be allocated 1 percent, 45
percent, 9 percent and 45 percent, respectively, under the terms
of certain guarantees issued by them in connection with the
mortgage loans, for alleged physical waste to the Property and,
the costs of certain repairs to the property of not less than
$1,100,000 and the reasonable legal costs and expenses in
connection with the enforcement of the loan documents remain
outstanding.  The lender has not asserted any claims against the
Company other than those asserted under the guarantees.  The
Company believes that the likelihood that the Company will be held
liable for the claims asserted under the guarantees is remote.

                    About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $15.83 million in total
assets, $20.33 million in total liabilities and a $4.49 million
total deficit.


PRIME PROPERTIES: Files Ch. 11 Plan and Disclosure Statement
------------------------------------------------------------
Prime Properties of New York, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of New York a plan of
reorganization and accompanying disclosure statement providing for
the payment of all administrative claims and priority claims in
full upon confirmation.  The Plan also offers to pay general
unsecured creditors 100% of their claims, from a fund that will be
established by the Debtor for the purpose of implementing the
Plan.

The Debtor expects to satisfy the claim asserted by FTBK Investor
II, LLC, as prepetition lender, by litigating in the Court to
determine the true amount of the allowed secured claim that will
be treated under the Plan.  This will be accomplished by either
refinancing the mortgage or selling the real property located at
300 Tenth Street and 304 Tenth Street, in Brooklyn, New York, and
paying off the secured debt once the Court has determined the
amount that is owed to the Lender.

A full-text copy of the Disclosure Statement dated Sept. 18, 2013,
is available for free at http://bankrupt.com/misc/PRIMEds0918.pdf

M. David Graubard, Esq., at Kera & Graubard, in New York,
represents the Debtors.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  M. David
Graubard, Esq. at New York, NY, serves as counsel to the Debtor.
The Debtor estimated up to $12,000,000 in assets and up to
$8,500,000 in liabilities.  An affiliate, 234 8th St. Corp.,
sought Chapter 11 protection (Case No. 13-42244) on the March 14,
2013.


PROGRESSIVE SOLUTIONS: S&P Assigns 'B' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to pharmacy benefit manager (PBM)
Progressive Solutions LLC.  The combined company will be
headquartered in Memphis, Tenn.  The outlook is stable.

At the same time, S&P assigned the company's proposed $540 million
first-lien credit facility (consisting of a $50 million revolver
and $490 million term loan) its 'B' issue-level rating with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of payment default.
S&P also assigned the company's proposed $160 million second-lien
term loan its 'CCC+' issue-level rating and '6' recovery rating,
indicating its expectation for negligible (0%-10%) recovery in the
event of payment default.

"Our ratings on Progressive Solutions reflect the company's
"highly leveraged" financial risk profile, with pro forma leverage
of more than 6.5x and our expectation that the leverage will
remain more than 5x during the next two years," said credit
analyst Shannan Murphy.  "The rating also reflects our assessment
of Progressive Solutions' business risk profile as "weak",
reflecting the company's narrow business focus and relatively
small addressable market -- factors that we believe are only
partially offset by the combined company's leading position among
PBMs focused on workers' compensation."

The stable rating outlook on Progressive Solutions reflects S&P's
expectation that high-single-digit revenue growth and about
200 bps of EBITDA margin expansion will still result in leverage
in the mid-5x range and FFO to total debt in high-single digits at
the end of 2014, consistent with a highly leveraged financial risk
profile.

S&P could consider a downgrade in the unlikely event that cash
flows fall meaningfully short of its expectations, resulting in
FFO to total debt in the low-single digits.  S&P believes this
could happen if Progressive experienced a 10% revenue decline
coupled with about 100 bps of margin contraction (versus S&P's
current expectation of around 200 bps of margin expansion), which
would likely be consistent with the loss of a major customer.

While S&P expects Progressive to generate steady EBITDA growth,
S&P views an upgrade as unlikely based on its expectation that
sponsor ownership will shape a financial policy that uses excess
debt capacity to reward shareholders or grow the company, rather
than to permanently reduce leverage.  Although unlikely, S&P could
consider a higher rating if the company were able to reduce
leverage below 5x while sustaining FFO to total debt above 12%.
In S&P's view, this could occur if the company grows revenue in
the low-double-digit range over the next two years and expands
EBITDA margins to about 11.5%.  An equally important factor would
be S&P's assessment that the company's financial policy would be
consistent with the maintenance of those credit measures on an
ongoing basis.


PROVIDENT FINANCING: Fitch Affirms BB+ Capital Securities Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Unum Group Inc.'s (NYSE:UNM) holding
company ratings, including the senior debt rating at 'BBB', as
well as the Insurer Financial Strength (IFS) ratings of all
domestic operating subsidiaries at 'A'. The Rating Outlook is
Stable.

Key Rating Drivers

The rating rationale includes UNM's overall operating performance,
which has remained strong despite continued adverse global
economic conditions; conservative investment portfolio; solid
capital and liquidity at both the insurance subsidiary and holding
company levels; the company's leadership position in the U.S.
employee benefits market; and increased diversification.
Offsetting these positives are Unum U.K.'s somewhat weak recent
results and continued challenges UNM faces in managing its run-off
long-term care book of business, particularly in the current low
interest rate environment.

The Stable Outlook reflects Fitch's belief that while UNM's
premium growth and operating margins continue to be challenged by
the weak economic environment and competitive market conditions,
the company's overall profitability will continue to support the
current rating. Operating margins in UNM's U.S. disability
business have held up better than Fitch's expectations, and they
have been favorable relative to the company's peers.

While Unum U.K. results have shown deterioration, particularly
within the group life segment, the company has taken steps to
improve results going forward, including implementing significant
rate increases and claims management improvements while reducing
its focus on the large-case market. Unum U.K. also entered into a
50% coinsurance arrangement effective Jan. 1, 2013 designed to
reduce earnings volatility and capital requirements. The company
reported pretax operating earnings within this unit of $64.8
million in the first half 2013, down modestly from $68.8 million
for the same period in 2012.

During the first half of 2013, UNM repurchased $194 million of its
shares, down from $300 million for the same period in 2012.
Fitch's expectation is that further share repurchases will be
funded through operating earnings to mitigate the impact on
financial leverage and the capitalization of the operating
subsidiaries. Further, Fitch generally views measured stock
repurchase as a more prudent use of capital than acquisitions or
premium growth in a soft rate environment.

UNM's financial leverage was 24% at June 30, 2013. Fitch considers
the company's debt service capacity to be strong for the rating
level, with GAAP earnings-based interest coverage of 9.5x in 2013.
Holding company liquidity totaled $597 million at June 30, 2013,
down from $805 million at year-end 2012. UNM's risk-based capital
of its U.S. insurance subsidiaries was estimated at 398% at
June 30, 2013, which is at the high end of management's near- to
intermediate-term target of 375%-400%.

Rating Sensitivities

Key rating triggers that could lead to an upgrade include:

-- Improved general economic conditions including growth in
   employment, salaries and disposable income which enable UNM
   to achieve its long-term target of 5%-7% annual earnings
   growth on its core operations;

-- GAAP earnings-based interest coverage over 12x and statutory
   maximum allowable dividend coverage of interest expense over
   5x;

-- U.S. risk-based capital ratio above 400% and run-rate financial
   leverage below 20%.

Key rating triggers that could lead to a downgrade include:

-- Deterioration in financial results that includes an increase
   in the U.S. group disability benefit ratio over 87%; GAAP
   earnings-based interest coverage falling below 8x and statutory
   maximum allowable dividend interest expense coverage falling
   below 3x; --Any additional reserve strengthening charges in the
   near term;

-- Holding company cash falling below management's target of
   approximately 1x fixed charges (interest expense plus common
   stock dividend), or roughly $290 million;

-- U.S. risk-based capital ratio below 350% and financial leverage
   above 25%.

Fitch affirms the following ratings with a Stable Outlook:

Unum Group Inc.

-- Issuer Default Rating (IDR) at 'BBB+';
-- 7.125% senior notes due Sept. 30, 2016 at 'BBB';
-- 7% senior notes due July 15, 2018 at 'BBB';
-- 5.625% senior notes due Sept. 15, 2020 at 'BBB';
--  7.25% senior notes due March 15, 2028 at 'BBB';
-- 6.75% senior notes due Dec. 15, 2028 at 'BBB';
-- 7.375% senior notes due June 15, 2032 at 'BBB'
-- 5.75% senior notes due Aug. 15, 2042 at 'BBB'.

Provident Financing Trust I

-- 7.405% junior subordinated capital securities at 'BB+'.

UnumProvident Finance Company plc,

-- 6.85% senior notes due Nov. 15, 2015 at 'BBB'.

Unum Group members:
Unum Life Insurance Company of America
Provident Life & Accident Insurance Company
Provident Life and Casualty Insurance Company
The Paul Revere Life Insurance Company
The Paul Revere Variable Annuity Insurance Company
First Unum Life Insurance Company
Colonial Life & Accident Insurance Company

-- IFS at 'A'.


PROXYMED INC: Dist. Ct. Denies Kelly's Bid to Dismiss NHB Suit
--------------------------------------------------------------
In the action styled, NHB ASSIGNMENTS LLC, LIQUIDATING TRUSTEE, ON
BEHALF OF THE LIQUIDATING TRUST, Plaintiff, v. GENERAL ATLANTIC
LLC and BRADEN KELLY, Defendants, Civ. No. 12-1020-SLR (D. Del.),
District Judge Sue Robinson:

   -- denied Mr. Kelly's motion to dismiss for lack of
      jurisdiction as moot; and

   -- granted the plaintiff's motion for leave to file an third
      amended complaint.

NHB Assignments LLC is the liquidating trustee of the ProxyMed,
Inc. liquidating trust.  It filed the action in December 2010 in
U.S. Bankruptcy Court for the District of Delaware, alleging that
General Atlantic LLC and Mr. Kelly breached their fiduciary duties
to ProxyMed, formerly the subject of a chapter 11 bankruptcy case.

The District Court further ordered that if if either defendant
contests the court's personal and/or subject matter jurisdiction,
the defendant will file a motion to dismiss raising those issues
on or before October 2, 2013.

A copy of the District Court's Aug. 29, 2013 Memorandum Order is
available at http://is.gd/KDjxm5from Leagle.com.

NHB Assignments LLC is represented by Norman M. Monhait, Esq. --
nmonhait@rmgglaw.com -- of Rosenthal, Monhait & Goddess, P.A.;
Jeffrey A. Klafter, Esq. and Rachel Berlin of Klafter Olsen &
Lesser LLP, at Two International Drive, Suite 350 in Rye Brook, NY
10573.

Braden Kelly is represented by Gregory V. Varallo, Esq. --
varallo@rlf.com -- of Richards, Layton & Finger, PA and Laura C.
Bower, Esq. -- lbower@paulweiss.com -- of Paul Weiss Rifkind
Wharton & Garrison LLP.


QUEBECOR WORLD: Trustee May Recoup $115,000 Against Binswanger
--------------------------------------------------------------
Bankruptcy Judge Sean H. Lane granted the motion for summary
judgment filed by Eugene I. Davis, as Litigation Trustee for the
Quebecor World Litigation Trust, in the adversary proceeding he
filed against Binswanger Corporate Services, Inc.  The Trustee
seeks to avoid and recover a single alleged preferential transfer
totaling $109,500 made by the Debtors to Binswanger during the 90-
day preference period before the Debtors filed their Chapter 11
case, plus prejudgment interest in the amount of $15,763.20.
Binswanger opposes the motion.

The case is, Eugene I Davis, as Litigation Trustee for the
Quebecor World Litigation Trust, Plaintiff, v. Binswanger
Corporate Services, Inc. dba Binswanger, Defendant, Adv. Proc. No.
10-01250 (Bankr. S.D.N.Y.).  A copy of the Court's Sept. 25, 2013
Memorandum of Decision is available at http://is.gd/w5xwEXfrom
Leagle.com.

Thomas D. Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, represents
Binswanger Corporate Services, Inc.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI was the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Quebecor World emerged from bankruptcy
as "World Color Press Inc."


RDC PROPERTIES: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: RDC Properties, LLC
        P.O. Box 388
        Edgefield, SC 29824

Case No.: 13-11824

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Debtor's Counsel: James C. Overstreet, Jr., Esq.
                  KLOSINSKI OVERSTREET, LLP
                  #7 George C. Wilson Ct.
                  Augusta, GA 30909
                  Tel: 706-863-2255
                  Fax: 706-863-5885
                  Email: jco@klosinski.com

Total Assets: $9.36 million

Total Liabilities: $8.71 million

The petition was signed by Bettis C. Rainsford, manager.

A list of the Debtor's 5 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gasb-13-11824.pdf


RESIDENTIAL CAPITAL: Proposes $2MM Bonus for Restructuring Officer
------------------------------------------------------------------
Michael Bathon at Bloomberg News reports that Residential Capital
LLC, the defunct mortgage lender, asked a judge for permission to
pay its chief restructuring officer a $2 million bonus should the
company win final court approval of its bankruptcy reorganization
plan.

According to the report, Lewis Kruger, who was hired in February
to help negotiate a plan of reorganization, would collect the
"success fee" should the plan be implemented, according to
documents filed Sept. 27 in U.S. Bankruptcy Court in Manhattan.

                      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.

ResCap, based in New York, has been settling disputes with
creditors as it prepares for a hearing in November 2013 where it
will ask a judge to approve a plan to distribute billions of
dollars to creditors.  Under the plan, unsecured creditors would
get are covery of 36 percent on their claims, while debts backed
by collateral will be paid in full.  The plan is based on a $2.1
billion settlement with ResCap's parent, Ally Financial Inc., and
creditors, including mortgage bond investors who blame both
companies for their losses.

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).


RITE AID: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Rite Aid Corp., including the corporate credit rating, which S&P
raised to 'B' from 'B-'.  The outlook is stable.

"The upgrade reflects Rite Aid's improving earnings and modest,
but ongoing debt reduction.  We believe Rite Aid can sustain its
profitability in fiscal 2014 despite our expectations for
meaningful gross margin erosion in the second half of fiscal 2014
(ending February 2014) due to lower benefit from fewer generic
drug introductions and continued reimbursement rate pressure,"
said credit analyst Ana Lai.  "We also believe improving free cash
flow generation will enable Rite Aid to gradually reduce its debt
burden and maintain debt leverage below 7.0x in the next year."

The stable outlook reflects S&P's expectations for the company to
sustain improved profitability in the next year while maintaining
debt leverage below 7.0x due to modest debt reduction.

S&P could consider a lower rating if competitive pressures or poor
store strategy execution causes lower than expected sales or
greater profit declines such that debt leverage returns to above
7.0x on a sustained basis.  A lower rating can also result from
wider than expected gross margin contraction from reimbursement
rate pressure.  S&P could consider a lower rating if sales are
flat while gross margin narrows by 80 bps.

S&P could consider a higher rating if Rite Aid continues to make
progress in improving its store operations through store remodels
and improving comparable-store sales, resulting in sustained
growth in profitability, so that it narrows its gap with its peers
and continued debt reduction such that debt leverage approaches
5.0x.  This could occur if sales increased by about 4% while gross
margin increases 90 bps.


ROSEVILLE SENIOR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Roseville Senior Living Properties, LLC
        2050 Center Avenue
        Suite 640
        Fort Lee, NJ 07024
        BERGEN, NJ

Case No.: 13-31198

Chapter 11 Petition Date: September 27, 2013

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

Judge: Honorable Donald H. Steckroth

Debtor's Counsel: Walter J. Greenhalgh
                  Duane Morris, LLP
                  One Riverfront Plaza
                  1037 Raymond Blvd., Suite 1800
                  Newark, NJ 07102
                  Tel: 973-424-2000
                  Fax: 973-424-2001
                  Email: wjgreenhalgh@duanemorris.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

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


ROTECH HEALTHCARE: Emerges From Bankruptcy Owned by Noteholders
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc., the third-largest U.S.
provider of home respiratory equipment and services, on Sept. 27
implemented the reorganization plan approved when a bankruptcy
judge in Delaware signed a confirmation order on Aug. 29.

According to the report, confirmation was simplified because the
bankruptcy judge had disbanded the shareholders' committee and
ruled that Rotech was insolvent.  The conclusion on insolvency
meant shareholders weren't entitled to anything.  Largely
negotiated before the Chapter 11 filing in April, the plan had an
estimated recovery of 28 percent to 47 percent for holders of $290
million in 10.5 percent second-lien notes who assumed ownership.
Unsecured creditors received a recovery estimated to range from 12
percent to 25 percent.  Rotech had been in bankruptcy before.

The report notes that the second-lien notes last traded on Sept.
17 for 48.5 cents on the dollar, down 7 percent from where they
traded on Aug. 2, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  Rotech
entered bankruptcy with about 420 centers in almost all states,
usually in rural areas.  Rotech reported a $61.1 million net loss
in 2012 on net revenue of $462.2 million.  The operating loss for
the year was $700,000.  The net loss in 2011 was $16.2 million.
The balance sheet as of Sept. 30 had assets of $256 million and
liabilities of $512 million.

                         The Plan

BankruptcyData reported that Rotech Healthcare's Second Amended
Joint Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection. The Court confirmed the Plan
on August 29, 2013.

As a result of the bankruptcy, Rotech Healthcare substantially
deleveraged its balance sheet, reduced its outstanding debt by
more than $300 million and reduced its annual cash interest
expense from $60 million to less than $20 million.

Steven P. Alsene, Rotech Healthcare's president and chief
executive officer, remarks, "Today marks a new beginning for
Rotech with the financial restructuring behind us, we have the
increased financial flexibility, which we believe will allow us to
compete aggressively in today's home medical equipment market."

According to the documents filed with the Court , "Under the Plan,
the Company anticipates: (i) each holder of an Allowed First Lien
Claim shall receive Cash in an amount equal to the Allowed amount
of its First Lien Claim; (ii) each holder of an Allowed Second
Lien Notes Claim shall receive (x) its pro rata share of 100% of
the common equity of the reorganized Company, subject to dilution
by the equity interests issued under the Management Equity
Incentive Program (thereby eliminating in excess of $300 million
of secured debt), and (y) the right to participate in the New
Second Lien Term Loan; (iii) all the Company's outstanding shares
will be cancelled and extinguished, and no holder of an Equity
Interest in Rotech shall receive a distribution on account
thereof; and (iv) trade creditors and vendors who agree to
maintain or reinstate payment terms as existing prior to the
Commencement Date shall be paid in full upon the effective date of
the Plan. Other unsecured claims will be paid their Pro Rata Share
of $1,500,000 and except as otherwise set forth in the Plan."


                       About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.  The Equity Panel is
represented by Bayard, P.A. as Delaware counsel.

Rotech on Aug. 29 disclosed that the Bankruptcy Court has approved
the Second Amended Joint Plan of Reorganization, along with $358
million of exit financing commitments received from Wells Fargo
and certain existing holders of the 10.5% Senior Second Lien
Secured Notes.  The reorganization plan was confirmed at a court
hearing in Delaware and was supported by the Statutory Committee
of Unsecured Creditors. Creditors entitled to vote overwhelmingly
voted in favor of the reorganization plan.

Under the reorganization plan, the Company's existing common stock
will be cancelled and substantially all of the new common stock of
reorganized Rotech will be distributed to holders of the 10.5%
Senior Second Lien Secured Notes.

Trade suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.


SARKIS INVESTMENTS: Court OKs Baker Hostetler as General Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Sakris Investments Company LLC permission to hire
Baker & Hostetler, LLP, as its general counsel nunc pro tunc to
July 29, 2013.

The firm will be paid for its services according to its standard
hourly rates which range from $125 to $650 per hour, and will be
reimbursed for actual and necessary out-of-pocket expenses.

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Ashley M. McDow, Esq., at
Baker & Hostetler, LLP, serves as the Debtor's counsel.


SHARP ELECTRONICS: S&P Affirms & Withdraws 'B+' Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it had affirmed its 'B+'
long-term and 'B' short-term corporate credit and commercial paper
program ratings on Sharp Electronics Corp., a U.S.-based
subsidiary of Japan-headquartered Sharp Corp. (B+/Negative/B).
S&P then withdrew the ratings on Sharp Electronics at Sharp
Corp.'s request.  The outlook on our corporate credit rating on
Sharp Electronics was negative at the time of the withdrawal.


SYNCREON GROUP: Moody's Assigns 'B2' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service assigned B2 CFR and B2-PD PDR to
syncreon Group Holdings B.V. and withdrew the B2 CFR and B2-PD PDR
of syncreon Holdings. Moody's also assigned ratings to the
proposed debt issuance of syncreon Group B.V.: Ba3 to the $525
million secured term loan to $100 million secured revolving credit
facility, and a Caa1 to the $225 million senior unsecured notes.
The outlook is negative.

Proceeds of the new debt offerings will be used to: repay the
company's $400 million of existing debt, fund a $425 million
distribution to existing owners, and provide liquidity.

Ratings Rationale:

The B2 CFR reflects syncreon's ability to achieve solid returns
and operating margins that are superior to those typical of many
of the company's competitors in the global supply chain logistics
sector. This is due primarily to the company's ability to enter
into contracts that involve more value-added activities than is
typical among conventional logistics companies. In recent years,
syncreon has generated operating margins in excess of 10%, as
compared to industry peers that have reported low- to mid-single
digit operating margins.

The proposed transaction, including the debt-funded distribution
to shareholders, will significantly increase the company's pro-
forma leverage (as measured by debt/EBITDA) from 4.8 times to
approximately 7.0 times. However, this increase in leverage should
be mitigated by several factors. Most importantly, the all-in
interest rate associated with the new debt will be significantly
lower than that of the debt that will be repaid. Consequently, the
pro forma level of EBITA/interest should not weaken materially
from the current level of 1.7 times. In addition, syncreon will
continue to benefit from strong margins, a highly competitive
position in the logistics market, and a capable management team.
These mitigants should enable the company to steadily reduce
leverage. However, the expected reductions in leverage will
require syncreon to maintain its high margins as it attempts to
expand its penetration of existing customers.

The negative outlook reflects syncreon's aggressive financial
strategy as evidenced by the current $425 million distributions to
shareholders, which comes less than twelve months after a $100
million distribution completed during November of 2012.

syncreon's liquidity position is viewed as good over the coming 12
month period. The company is expected to have adequate cash
reserves on hand (approximately $70 million), with negative free
cash flow anticipated over that period. The company has ample
access to a $100 million borrowing based revolving credit
facility. This facility is expected to be undrawn on close of the
refinancing transactions. As the company operates under an asset-
light business model, capital expenditure requirements are
expected to be manageable, and will not likely require material
external funding going forward. However, the company's internal
cash sources could be challenged if operating margins deteriorate
and are not restored. In that case, Moody' believes that the
company could begin to make use of drawings under the credit
facility to make up for cash shortfalls. Also, while it is
expected that the company will be in-compliance with financial
covenants over the near term, the maintenance of comfortable
headroom to compliance levels will be contingent upon the
company's ability to grow and maintain its operating margins
during this period. Moreover, liquidity could become constrained
if a substantial amount of cash or the revolvers were employed for
large acquisitions.

Ratings could be revised downward if the company fails to meet its
operating plans, possibly through failure to execute deleveraging
strategy, or if it aggressively pursues large levered acquisitions
that prove difficult to integrate, resulting in deteriorating
profitability or weaker credit metrics. Specifically, a downgrade
could be warranted if operating margins were to fall below 8%, if
EBIT to Interest were sustained below 1.2 times, or if Debt to
EBITDA exceeded 5.5 times. A weakened liquidity condition,
possibly characterized by increased reliance on use of the credit
facility to make up for cash shortfalls or tightness to prescribed
financial covenants, could also result in a ratings downgrade.

Since debt is not likely to be reduced materially over the next
few years as the company is expected to continue to grow through
acquisitions while expanding into new markets, ratings are not
expected to be upgraded over the near term. However, over the
longer term, operating improvements or de-leveraging that would
result in Debt to EBITDA of less than 4 times and EBIT to Interest
of over 2 times along with positive free cash flow generation to
bolster liquidity would be factors that could lead to upward
rating consideration.

syncreon's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) Moody's projections of the
company's performance over the near to intermediate term, and iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
syncreon's core industry and syncreon's ratings are believed to be
comparable to those of other issuers of similar credit risk.

syncreon Holdings, an Irish public limited company with
operational headquarters in Auburn Hills, MI, is provider of
logistics and supply chains solutions.

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


ST. JOSEPH HEALTH: Fitch Keeps 'CCC' Bond Rating on Watch Positive
------------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Positive on the
following bonds, currently rated 'CCC' by Fitch, issued by the
Rhode Island Health and Educational Building Corporation on behalf
of St. Joseph Health Services of Rhode Island (SJHS):

-- $16.5 million, series 1999.

Security
The bonds are secured by a pledge of SJHS gross receipts, real
estate, and debt service reserve fund.

Key Rating Drivers

Rating Watch Positive: The continuation of Rating Watch Positive
reflects the recently signed asset purchase agreement between SJHS
and Prospect Medical Holdings (PMH), a for-profit California
healthcare company that owns and operates several facilities in
California and Texas. As a part of the agreement, the bonds will
be redeemed by St. Joseph Health Services of Rhode Island upon
finalization of the joint venture. Fitch expects the joint-venture
to be finalized between both organizations and sanctioned by the
state over the next 6 months.

Weak Financial Profile: SJHS' financial profile continues to be
characterized by operating losses, extremely low liquidity, and
inadequate debt service coverage. However, debt service payments
continue to be paid on time.

Weak Service Area Characteristics: Located in North Providence,
Rhode Island, SJHS' service area is challenged by high
unemployment, stagnant population growth, and below-average wealth
indicators.

Light Debt Burden: SJHS has a relatively light debt burden as
maximum annual debt service (MADS; $2.1 million) represented 1.5%
of total annualized revenues through the June 2013 interim period
(nine months; unaudited).

Rating Sensitivity

Expected Debt Redemption: Fitch would view positively the
completed joint-venture agreement between SJHS and PMH as the
bonds are expected to be redeemed in full.

Credit Profile

SJHS is located in Rhode Island. The organization operates a 359-
bed acute care general hospital and integrated network of primary
care and specialty clinics. In fiscal 2012, SJHS had $153.5
million in total revenue. SJHS covenants only to disclose annual
audited financial information to EMMA. The fiscal 2012 audit
(Sept. 30 year end) was not released until March 2013 and SJHS was
in compliance with bond covenants. SJHS has a very conservative
debt profile with 100% fixed rate bonds and no outstanding swaps.


STOCKTON, CA: Discloses Some Details on Debt-Adjustment Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that that Stockton, California, published the outline of a
proposed debt-adjustment plan to serve as the foundation for
further negotiations with creditors.  The plan is on the calendar
for ratification by the city council at a meeting Oct. 3.

According to the report, the plan contains an offer to bondholder
Franklin Resources Inc. and a settlement with Assured Guaranty
Corp., which insured $164.7 million in bonds.  Details of the
Assured Guaranty settlement won't be disclosed until this week.
The plan gives residents the option of accepting a $28 million
sales tax increase or taking $11 million in reduction of city
services.  Although the city will continue payments to the state's
retirement system, Stockton will end subsidies for retirees'
health care.  Retirees would receive $5 million, equal to about 1
percent of the lost benefits.

The report notes that other unsecured creditors would be offered
the same recovery.  The bankruptcy judge determined in June that
Stockton is eligible for the Chapter 9 municipal bankruptcy.  Some
creditors are contending that leaving pensions intact while
forcing other creditors to accept less is a fatal defect in the
plan.  At the time, the judge said the good faith question and
treatment of pensions would be an issue when the plan comes up for
approval later.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SYNCREON GROUP: S&P Rates $625MM Seenior Secured Facility 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating to syncreon Group Holdings B.V.  The
outlook is stable.  At the same time, S&P assigned its 'B' issue-
level rating and '4' recovery rating to the company's proposed
$625 million senior secured credit facility.  The '4' recovery
rating indicates S&P's expectation for an average (30%-50%)
recovery in a default scenario.  S&P also assigned its 'CCC+'
issue-level rating and '6' recovery rating to the company's
proposed $225 million senior unsecured notes.  The '6' recovery
rating indicates S&P's expectation for a negligible (0%-10%)
recovery in a default scenario.  The company's subsidiaries
syncreon Group B.V. and syncreon Global Finance (US) Inc, will be
the borrowers under the proposed credit facility and notes.  S&P
also lowered its ratings on the company's subsidiary syncreon
Holdings Ltd., including the corporate credit rating to 'B' from
'B+', and removed the ratings from CreditWatch, where they were
placed with negative implications on Sept. 18, 2013.  The outlook
on the long-term corporate credit rating is stable.

"The rating on syncreon Group Holdings B.V. reflects our
assessment of the company's 'weak' business risk profile as a
global specialized contract logistics and supply chain provider,
and its 'highly leveraged' financial risk profile," said Standard
& Poor's credit analyst Carol Hom.  S&P expects the company's
revenues to increase by about 5% in 2013, reflecting moderate
growth in its end markets--specifically in the technology and
automotive industries.  S&P also expects that the company's credit
measures, which are somewhat weaker than its expectations for the
rating, will gradually improve over the next 12-18 months through
a combination of debt reduction and some margin expansion and will
likely remain higher than 6x total debt to EBITDA over that
period.  S&P believes the company's cash balance and adequate
availability under its revolver support its "adequate" liquidity.

"The downgrade of syncreon Holdings Ltd. reflects our view that
although the leverage on the company's existing debt is not overly
aggressive, management has demonstrated a willingness to increase
leverage beyond our expectations for a 'B+' rating," said Ms. Hom.
S&P views the company's financial policy as "very aggressive."
The company recently announced that Centerbridge Partners L.P.
will take a substantial minority stake in syncreon Holdings Ltd.
Upon the transaction's closing, S&P will withdraw all ratings
associated with syncreon Holdings Ltd.

The outlook is stable.  "Pro forma for the transaction, we expect
syncreon Group Holdings B.V.'s credit metrics to be weaker than
our expectations for the rating," said Ms. Hom.  "However, we
believe that the credit metrics will gradually improve over the
next 12-18 months through a combination of debt reduction and some
profit expansion and that leverage will likely remain higher than
6x debt to EBITDA during that period."

S&P could lower the rating if a worse-than-expected market
downturn or loss of contracts with key customers causes the
company's revenue and margins to contract by more than 10% and 100
basis points, respectively.  S&P could also lower the rating if
additional debt hurts the company's liquidity or causes meaningful
deterioration of its credit measures.  This could occur if debt to
EBITDA does not improve from its pro forma leverage at
transaction's closing.

S&P could raise the rating one notch if stronger-than-expected
growth in the company's end markets and a more conservative
financial policy causes leverage to improve to 5x or less for an
extended period and if S&P don't expect a subsequent reversal of
credit metrics.

syncreon does not release its financial results publicly.


T.C. CUISINE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: T.C. Cuisine, LLC
        dba Osaka West
        804 N HWY 190
        Covington, LA 70433
        St. Tammany, LA
        Tel: (985) 871-8199

Case No.: 13-12670

Chapter 11 Petition Date: September 27, 2013

Court: U.S. Bankruptcy Court Eastern District of Louisiana (New
       Orleans)

Judge:  Jerry A. Brown

Debtor's Counsel: Cynthia Etheridge Daniels
                  Butler Mordock, PLC
                  8220 Maple Street
                  New Orleans, LA 70118
                  Tel: (225) 333-6761
                  Email: cynthiaedaniels@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Theodore Chau, manager and member.

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



TPF II LC: S&P Rates $370MM Senior Secured Facilities 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' debt rating
and '1' recovery rating to TPF II LC LLC's (TPF II) $370 million
senior secured credit facilities: a $350 million term loan B
tranche due 2019 and $20 million senior secured working capital
facility due 2018.  The rating reflects S&P's review and
assessment of final documents and legal opinions.  The outlook is
stable.

The 'BB-' rating for TPF II's portfolio of three merchant peaking
power plants in Illinois and Ohio reflects a high debt leverage
that relies on merchant peaking energy revenues, which are
inherently volatile, but also relies favorably on PJM
Interconnection capacity market revenues that are much less risky
than energy revenues.  Revenues from capacity and ancillary
services provide generally about 80% to 85% of revenue (depending
on the future year), making the credit story mostly a view of
long-term PJM capacity markets.

The plants have limited geographic diversity--Crete with 328
megawatts (MW) and Lincoln with 656 MW are located south of
Chicago in the PJM-ComEd zone. and the 850 MW Rolling Hills is
located in the PJM-AEP zone in southeast Ohio.  Each plant earns
the same base PJM regional transmission organization (RTO) zone
capacity price.

Given the reliance on capacity revenues, availabilities need to be
high.  NAES Corp. operates Crete and Lincoln, and TPF Operations
operates the larger Rolling Hills plant.  The plants' strong
operational record will likely continue, in S&P's view, given that
they use proven technology.  S&P also views NEAS's operating track
record as above average.  Crete and Lincoln use the GE 7EA machine
while Rolling Hills employs the Siemens 501FD2 technology
introduced in 2001.  S&P notes that the Siemens technology has
reported some issues on some units but these have not occurred at
the Rolling Hills units.  Service agreements with GE and Siemens
and a major maintenance reserve filled on a forward 18-month look-
ahead basis further mitigate operations and maintenance (O&M)
performance and cost risk.

The stable outlook reflects S&P's view that cash flows will be
stable over the next several years based on most revenue coming
from capacity payments that are known through mid-2017 and based
on proven plant performance assumptions.  Furthermore, S&P thinks
it likely that the plants will show very low capacity factors,
further mitigating operation risk.  An improvement in the rating
would require a track record of sound operational performance,
continued comfort that quarterly covenants would not be tripped,
and lower debt at maturity in S&P's base case -- below around
$50/kW -- that would come from energy revenues that well exceed
S&P's expectations or capacity prices from mid-2017 onward well
above $90/kW-month.  Developments that could result in a rating
downgrade would be operational problems that materially reduce
availability, much lower-than-expected energy revenue from Rolling
Hills, or debt at maturity of 2018 -- generally around the $100/kW
mark.


TRIMAS CORP: Moody's Hikes CFR to 'Ba2'; Outlook Stable
-------------------------------------------------------
Moody's upgraded TriMas' Corporation's Corporate Family Rating
and Probability of Default Rating  to Ba2 and Ba2-PD,
respectively. Moody's also assigned a Ba2 to TriMas Corporation's
new senior secured facility issued by its subsidiary TriMas
Company LLC, comprising a $475 million revolver and $175 million
term loan. Moody's affirmed TriMas' SGL rating at SGL-2. The
Stable outlook reflects Moody's expectation that the diversified
manufacturer will continue to grow while conservatively managing
its balance sheet.

Ratings Rationale:

The Ba2 CFR reflects TriMas' balance sheet improvement and
expectation for ongoing balance sheet focus; the company's healthy
degree of product and end-market diversification, and expectation
of continued improvement in the company's credit metrics. The
ratings are constrained by the cyclicality of the company's
operating performance demonstrated by the sharp decline in
revenues and profitability during the 2009 economic downturn, as
well as its limited geographic diversification.

The $650 million senior secured bank credit facilities are issued
by TriMas Company LLC and are guaranteed by TriMas Corporation.
The credit facilities represent the entirety of the company's
funded debt structure and as a result are rated consistent with
the CFR at the Ba2 rating level. The bank credit facilities are
comprised of a $475 million Senior Secured Revolving Credit
Facility due 2018 and a $175 million Term Loan A due 2018. Moody's
does not rate the company's $105 million accounts receivable
securitization program.

The company's SGL-2 liquidity rating reflects Moody's view that
the company will maintain good liquidity over the rating horizon.
TriMas is expected to draw on its revolver pro forma for the
refinancing and make modest use of its $475 million Senior Secured
Revolver due October 2018. Pro forma for the transaction, TriMas
is expected to have approximately $240 million of revolver
availability and approximately $47 million available under its
$105 million accounts receivable facility. Additionally, Moody's
expects that TriMas' free cash flow generation of approximately
$50 million per annum should support its good liquidity profile.

TriMas Corporation

Upgrades:

Corporate Family Rating: Ba2 from Ba3

Probability of Default: Ba2-PD from Ba3-PD

Affirmations:

Speculative Grade Liquidity: SGL-2

Issuer: TriMas Company LLC

Assignments:

$475 Million Senior Secured Revolver: Ba2 LGD 3 45%

$175 Million Senior Secured Term Loan: Ba2 LGD 3 45%

Withdrawals:

$250 Million Revolver: Ba3 LGD 3 44% to be withdrawn

$200 Million Term Loan A: Ba3 LGD 3 44% to be withdrawn

$200 Million Term Loan B: Ba3 LGD 3 44% to be withdrawn

The Rating Outlook is Stable, reflecting Moody's expectation of
credit metric improvement across TriMas' various segments along
with conservative balance sheet management.

To be considered for a higher rating or positive outlook, the
company should demonstrate sustained organic revenue growth,
improving margins, sustainable debt to EBITDA below 2.0 times, and
EBITA to interest coverage over 6.0 times, also on a sustainable
basis. Moreover, the company's size and business scale in its
product segments along with improved segment diversity that was
anticipated to result in lower cyclicality could help support
positive ratings traction. The composition of the company's
capital structure and its covenants allow for material
acquisitions that could adversely affect its credit metrics over
the short term or longer depending on their execution. As a
result, a capital structure more consistent with a higher rating
would also be considered in a ratings upgrade.

The rating could be downgraded if the company's leverage (debt to
EBITDA) was to increase to over 3.5 times, or if its free cash
flow to debt was anticipated to be below 7.5%, both on a sustained
basis. Increased business cyclicality could also cause downward
pressure.

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

TriMas is a diversified industrial manufacturer engaged in five
business segments: packaging, energy, aerospace & defense,
engineered components and Cequent, a segment that manufactures
custom-engineered towing and trailering products. The company is
headquartered in Bloomfield Hills, Michigan. Revenues through the
LTM period ending June 30, 2013 totaled approximately $1.35
billion.


UNITED REFINING: S&P Raises Rating on 10.5% Secured Notes to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on United Refining Co.'s 10.5% senior secured notes due
2018 to 'BB-' from 'B+'.  At the same time, S&P revised its
recovery rating on the notes to '2' from '3'.  The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%)
recovery if a payment default occurs.  The 'B+' corporate credit
rating on United Refining Co. is unchanged, and the outlook is
stable.

"The stable outlook reflects our expectation that refining
conditions, in particular WTI-based crack spreads, will remain
favorable for United Refining Co. during the next 12 to 18 months
given its exposure to WTI-based crudes," said Standard & Poor's
credit analyst Michael Grande.

S&P could lower the rating if industry conditions weakened
materially or if the company had unplanned downtime.  For the
current rating, S&P expects total debt to EBITDA to remain less
than 4x.  Given United's position as a single-asset refiner, S&P
views higher ratings as unlikely.  However, S&P could consider it
if the company improved its business risk profile by increasing
the size and diversity of its refining assets or diversifies its
cash flow into more stable sources such as logistics assets.


UNITED RENTALS: Good Performance Cues Moody's to Lift CFR to B1
---------------------------------------------------------------
Moody's Investors Service upgraded United Rentals (North America),
Inc.'s Corporate Family Rating  to B1 from B2 and its Probability
of Default Rating  to B1-PD from B2-PD. Moody's also upgraded the
company's senior secured notes rating to Ba2 from Ba3, its senior
unsecured debt rating to B2 from B3, and its senior subordinated
notes rating to B3 from Caa1. The company's SGL-3 Speculative
Grade Liquidity Rating was affirmed at SGL-3 to reflect the
expectation that United Rentals will maintain an adequate
liquidity profile over the next 12 to 18 months. The ratings
outlook was changed to stable from positive.

Ratings Rationale:

United Rentals' upgrade reflects the improvement of the company's
credit quality due to recent performance and the expectation for
continued revenue growth combined with further improvement in its
operating margins, EBITDA margins, leverage, and interest
coverage. The stronger results have been driven by the improved
demand environment and the successful integration of the
operations of RSC Holdings acquired in April 2012. The B1 CFR
benefits from United Rentals' very large size relative to its
competitors and related economies of scale, product breadth,
diversified customer base, and market position.

The rating upgrade reflects the improvement in leverage from 4.6
times as of December 31, 2012 to 3.9 times as of June 30, 2013 (on
a Moody's adjusted basis) and Moody's expectation for leverage to
decline further to the mid-3 times area over the next 12 to 18
months. Moody's expectations for lower leverage are consistent
with the company's plan to operate in its stated target leverage
range of 2.5 to 3.5 times since it is currently near the high end
of this range (based on United Rentals' calculation of adjusted
EBITDA which is lower than Moody's adjusted levels). Positive
attributes are weighed against a large capital investment program
which increases its rental base at the expense of weaker short
term cash flows. The rating is also hindered by its cyclical
business including non-residential construction, continued
uncertainties in the sustainability of rental demand, and
historical willingness to allocate capital towards stock
repurchases.

The company's SGL-3 rating reflects its adequate liquidity profile
including its cash on the balance sheet, manageable near-term debt
maturities and revolver availability under its $1.9 billion ABL
credit facility due 2016.

Upgrades:

Issuer: RSC Equipment Rental, Inc.

10.25% Senior Notes due 2019, Upgraded to B2 (LGD4, 64%) from B3
(LGD4, 63%)

Issuer: RSC Holdings III, LLC

8.25% Senior Notes due 2021, Upgraded to B2 (LGD4, 64%) from B3
(LGD4, 63%)

Issuer: United Rentals (North America), Inc.

Corporate Family Rating, Upgraded to B1 from B2

Probability of Default Rating, Upgraded to B1-PD from B2-PD

9.25% Senior Notes due 2019, Upgraded to B2 (LGD4, 64%) from B3
(LGD4, 63%)

6.125% Senior Notes due 2023, Upgraded to B2 (LGD4, 64%) from B3
(LGD4, 63%)

8.375% Senior Subordinated Notes due 2020, Upgraded to B3 (LGD6,
93%) from Caa1 (LGD6, 93%)

Issuer: UR Financing Escrow Corporation

5.75% Senior Secured Notes due 2018, Upgraded to Ba2 (LGD2, 24%)
from Ba3 (LGD2, 24%)

7.375% Senior Notes due 2020, Upgraded to B2 (LGD4, 64%) from B3
(LGD4, 63%)

7.625% Senior Notes due 2022, Upgraded to B2 (LGD4, 64%) from B3
(LGD4, 63%)

Affirmations:

Issuer: United Rentals (North America), Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Actions:

Issuer: United Rentals (North America), Inc.

Outlook, Changed To Stable From Positive

Note: All of the notes were either originally issued by, or
assumed by, United Rentals (North America), Inc. subsequent to the
original issuance including those issued by RSC.

United Rentals' stable ratings outlook reflects the expectation
for modest improvement in its credit metrics balanced against the
cyclical business risks and high leverage.

The ratings outlook or rating could be adversely affected if debt
to EBITDA were expected to increase above 4.0 times, EBIT to
interest decreased below 1.25 times, or the company's liquidity
profile weakened. Ratings could also be adversely impacted if
sales and margins contracted thereby resulting in a lower return
on its expanded fleet.

The ratings could be upgraded or outlook changed if the company
were expected to experience positive free cash flow to debt after
net capital expenditures and other uses so as to allow for
continued deleveraging -- specifically, debt to EBITDA below 3.25
times and EBIT to interest above 1.75 times on a Moody's adjusted
basis, all on a sustained basis. Positive traction could be
limited by future return of cash to shareholders via stock
repurchases depending on its impact on leverage. Reductions in
leverage would be considered in light of the company's target
leverage ratio, and its projected overall cash generating ability.

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

United Rentals, headquartered in Stamford, CT, is an equipment
rental company with a fleet of approximately 400,000 units and
over 800 rental locations across the US and Canada. The company
operates in two business segments. Its General Rentals segment
provides construction, industrial and homeowner equipment while
its Trench Safety, Power & HVAC segment provides equipment for
underground construction, temporary power, climate control and
disaster recovery. While the primary source of revenue is from
renting equipment, the company also sells equipment and related
parts and services. LTM revenue for the period ending June 30,
2013 was approximately $4.8 billion.


UTILITY SERVICES: $215MM Sr. Debt Facility Gets Moody's B3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and Caa1-PD probability of default rating to Utility Services
Associates (USA). In addition, Moody's assigned a B3 rating to the
company's proposed $215 million first lien senior secured credit
facilities. The credit facilities will include a $30 million
senior secured revolving credit facility and a $185 million senior
secured first lien term loan. The proceeds from the term loan will
be used by First Reserve to complete the acquisition of C.W.
Wright Construction, Booth & Associates and Coastal Power and
Electric to form Utility Services Associates. A stable rating
outlook was assigned.

The following ratings were assigned in this rating action:

Corporate Family Rating B3;

Probability of Default Rating Caa1-PD;

$30 million senior secured revolving credit facility B3 (LGD3,
36%);

$185 million senior secured first lien term loan B3 (LGD3, 36%);

Ratings Rationale:

The B3 corporate family rating reflects USA's small scale,
volatile margins, high customer concentration and lack of
geographic and end-market diversification. The company is focused
on providing installation, repair and maintenance services to
electric utilities and is reliant on unpredictable storm related
work for about 10% of its revenues. USA's margins have been
volatile historically and dependent on the mix of business and the
magnitude of higher margin storm restoration related revenues. In
addition, its operations are concentrated in the Mid-Atlantic and
Southeastern US. The company has little exposure to other end-
markets and geographic regions.

USA's ratings are supported by its modest leverage, ample interest
coverage, the recurring nature of the repair and maintenance
services it provides and it's above average industry margins. The
company's rating also benefits from its ability to provide a full
range of services including engineering, transmission, substation,
distribution and storm restoration services to utility customers
and the favorable industry dynamics due to the aging of power
lines and other transmission infrastructure, and the trend towards
outsourcing of maintenance work by electric utilities.

Moody's expects USA to generate revenue of only about $180 million
over the next 12 months. The company's operating results should
continue to be supported by its strong customer relationships,
history of timely and effective project execution and the
recurring nature of its business, which includes master service
agreements (MSA's) and blanket contracts with long-term utility
customers. This should enable the company to generate positive
free cash flow and gradually pay down its debt. The company has
completed only one acquisition in the past ten years, but may
become more active in pursuing bolt-on acquisitions, which could
limit its pace of deleveraging. Assuming the company does not
pursue acquisitions in the short term, then its adjusted leverage
ratio (Debt/EBITDA) is likely to decline to about 4.5x from 5.0x
and its interest coverage (EBITA/Interest Expense) should rise to
about 3.0x from 2.5x. USA's pro forma liquidity should be adequate
since the company has no plans to draw on the $30 million revolver
and will have no near-term debt maturities.

USA's credit metrics are strong for the company's rating category,
but are offset by USA's small scale, customer concentration and
lack of geographic and end-market diversification. USA has a
relatively small revenue and EBITA base and limited geographic and
end market diversity versus higher rated companies in the
engineering & construction sector. The company also has a high
customer concentration, with approximately 60% of sales generated
by its top five customers. Moody's expects USA to report revenue
of only about $170 million in 2013, which compares to annual
revenues ranging from $2 billion to $28 billion for higher rated
E&C companies. The company also has limited geographic
diversification and derives 100% of its sales in the Mid-Atlantic
and Southeastern US. In addition, USA is primarily focused on
providing services to electric utilities and has no exposure to
any other sector. This compares to broader diversification for the
majority of the higher rated E&C peers. The lack of scale and
geographic diversity reduces the company's operational and
financial flexibility. Larger and more diversified companies can
better cope with periods of weakness and more efficiently utilize
their resources, which helps to reduce the volatility of earnings
through the economic cycle. USA also provides storm restoration
services, which accounts for approximately 10% of revenue and can
vary significantly each year since the occurrence of destructive
storms is volatile and unpredictable.

The stable outlook presumes the company's operating results will
modestly improve over the next 12 to 18 months and result in
gradually improved credit metrics. It also assumes the company
will carefully balance its leverage with its growth strategy.

The ratings could experience upward pressure if the company
increases its scale and geographic diversification while
maintaining its strong margins, generates positive free cash flow
and reduces its leverage ratio below 4.0x.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends
result in funds from operations (CF from operations before working
capital changes) declining below 10% of outstanding debt or the
leverage ratio rising above 6.0x. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.

The principal methodology used in rating Utility Services
Associates was the Global Construction Industry Methodology
published in November 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Chesterfield, Virginia, Utility Services
Associates (USA) is a domestically focused provider of design and
engineering services, storm restoration services and the
installation, maintenance and repair of transmission, substation
and distribution infrastructure to electric utilities. The company
generated revenue of approximately $172M for the trailing 12-month
period ended June 30, 2013. First Reserve is the majority owner of
Utility Services Associates.


VV HOSPITALITY: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: VV Hospitality, LLC
        4900 Circle 75 Parkway SE
        Atlanta, GA 30339

Case No.: 13-71481

Chapter 11 Petition Date: September 30, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Carole Thompson Hord
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, NE, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858
                  Email: chord@swfllp.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Vinod Patel, member.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb13-71481.pdf


WILLIAM LYON: Rising Profits Prompt Moody's to Raise CFR to B3
--------------------------------------------------------------
Moody's Investors Service raised William Lyon's corporate family
rating to B3 from Caa1, probability of default rating to B3-PD
from Caa1-PD, and the rating on $325 million of 8.5% senior
unsecured notes due 2020 to B3 from Caa2. The speculative grade
liquidity rating is affirmed at SGL-3. The rating outlook is
stable.

The ratings upgrade reflects William Lyon's improving
profitability and financial performance, the recent initial public
offering that raised $163 million and increased the company's
equity base, and the resulting reduction in the homebuilding debt
to capitalization ratio to 54% in Q2 2013 from 72% in Q1 2013.
Additionally, the upgrade reflects out favorable outlook for the
homebuilding industry and for the company's intermediate term
performance.

The elimination of a rating differential between the corporate
family rating and senior unsecured notes results from the reduced
amount of secured debt in the company's capital structure that is
senior to the senior unsecured notes.

The following rating actions were taken:

Corporate family rating, upgraded to B3 from Caa1;

Probability of default rating, upgraded to B3-PD from Caa1-PD;

$325 million 8.5% senior unsecured notes due 2020, upgraded to B3,
LGD4-57% from Caa2, LGD4-61%;

Speculative grade liquidity rating, affirmed at SGL-3;

Stable outlook.

Ratings Rationale:

The B3 corporate family rating reflects William Lyon's relatively
small size, scale and business diversity and the expected land
investments that will keep cash flow from operations negative and
pressure liquidity over the intermediate term. At the same time,
the rating recognizes the marked improvement in many of the
company's credit metrics, including debt leverage, gross margins,
interest coverage, and return on assets, and Moody's view that
William Lyon will continue strengthening its operating base going
forward. The recent equity raise that expanded the company's net
worth also supports the rating. The company has a clean balance
sheet since emerging from bankruptcy, with little to no recourse
joint venture debt or specific performance lot option contracts.

The SGL-3 speculative grade liquidity assessment reflects the
company's adequate liquidity, supported by a $206 million cash
balance at June 30, 2013, $100 million available under the
recently established senior unsecured revolving credit facility
due 2016, and lack of significant debt maturities until 2020. At
the same time, negative cash flow generation and financial
maintenance covenants in the company's revolving credit facility,
including debt leverage, tangible net worth, and interest coverage
or liquidity, constrain its liquidity position.

The stable outlook reflects Moody's expectation that William Lyon
Homes' credit metrics will continue to improve consistently.

Increased scale and diversity, healthy top line growth, growing
net income generation, gross margins above 20%, and maintenance of
debt leverage below 50% along with sufficient liquidity may lead
to a positive rating action.

Net worth deterioration or a rise in debt leading to debt leverage
rising above 60%, significant negative cash flow generation, or a
weakening in liquidity could pressure the ratings.

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

William Lyon Homes, established in 1956 and headquartered in
Newport Beach, California, designs, builds, and sells single
family detached and attached homes in California, Arizona. Nevada,
and Colorado (under the Village Homes brand).

Consolidated revenue and net income for the twelve months ended
June 30, 2013 were approximately $415 million and $3 million,
respectively.


* Moody's: Gov't Payment Delays Could Weaken Defense Contractors
----------------------------------------------------------------
Defense contractors are only marginally better prepared to
withstand US government payment disruptions now than they were
during the last debt-ceiling crisis, despite having had a taste of
sequestration, Moody's Investors Service says in a new report. The
liquidity of Moody's-rated defense contractors has improved only
slightly in the meantime.

"Any delay in government payments would quickly weaken defense
contractors' liquidity," says Vice President -- Senior Analyst,
Bruce Herskovics in "Liquidity Profiles Only Slightly Improved
from Previous Debt-Ceiling Crisis." "Although diversification away
from declining US military sales and higher backstop liquidity
arrangements have modestly improved companies' liquidity profiles,
the risks remain elevated, particularly in the event of a
government shutdown wherein no payments are made for a protracted
period."

Moody's measures the vulnerability of defense contractors to
disruptions in government payments via its Defense Contractor
Liquidity Index, which it developed during the last debt-ceiling
crisis. The index is based on calculations of a company's current
sources of liquidity relative to estimated annual US government-
related revenue. The new report provides a list of companies'
scores.

The companies that are most vulnerable to payment disruptions are
generally mid- to low-tier contractors with elevated leverage, as
well as some investment-grade firms with very large US government
revenue streams, notes Senior Vice President Russell Solomon. "Our
index shows that four out of five Caa-rated companies and four out
of 21 investment-grade issuers would struggle to withstand
anything more than a short-lived cessation of collections under US
government billings."

Liquidity for certain prime defense contractors and a mix of
smaller services companies has shown the most improvement since
2011, according to Moody's. Though still heavily dependent on the
US government, Boeing Co. and General Dynamics Corp., for example,
have both benefited from increased diversification into the
commercial aerospace sector, and in addition have retained higher
levels of cash. Rockwell Collins Inc., Raytheon Co., L-3
Communications Corp., Scitor Corp., ManTech International Corp.
and Triumph Group Inc. also all have improved liquidity scores.

Contractors more exposed, and that have shown index score declines
since 2011, include Lockheed Martin Corp., TASC, Inc. and Alliant
Techsystems Inc.


* Joel Zweibel, Retired O'Melveny Bankruptcy Lawyer, Dies at 78
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Joel Zweibel, one of the country's leading bankruptcy
lawyers until his retirement in 2003, died at home on Sept. 24 at
age 78.  He joined O'Melveny & Myers LLP in 1990 to found the
firm's east coast bankruptcy practice. Born in the Bronx, New
York, Zweibel died of prostate cancer, according to firm
spokeswoman Piper Hall.

According to the report, Zweibel was among the leading bankruptcy
practitioners of his generation, along with Leonard Rosen, Michael
Crames, Robert Rosenberg and Harvey Miller.  Where Crames and
Miller were perennially counsel for major bankrupt companies,
Zweibel typically represented bank lenders and creditors'
committees.  A graduate of Yale Law School, Zweibel was recruited
for 'Melveny by Warren Christopher, former U.S. Secretary of
State.  Some of Zweibel's more noteworthy engagements included
Macy's, Braniff, Texaco, and Eastern Airlines.  Zweibel was the
department head at Kaye Scholer LLP and Kramer Levin Naftalis &
Frankel LLP before joining O'Melveny.


* Chapter 13 Plan Can Be Binding on Trustee
--------------------------------------------
Bill Rochelle, the U.S.  Court of Appeals in Atlanta ruled last
week the bankruptcy columnist for Bloomberg News, reports that a
confirmed Chapter 13 plan is binding on the trustee, even though
the trustee isn't listed in Section 1327(a) of the Bankruptcy Code
as one of the parties bound by a plan.  The case is Hope v. Acorn
Financial Inc., 12-10709, U.S. Court of Appeals for the 11th
Circuit (Atlanta).


* State Turnover Order Doesn't Terminate Exempt Status
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports even though a judgment creditor obtained a state court
order directing a broker to turn over retirement accounts in
satisfaction of a judgment, the accounts remained exempt because
the bankrupt individual filed for Chapter 7 protection before the
broker turned the accounts over to the lender, a Chicago district
judge ruled on Sept. 25.

According to the report, there was no Illinois case describing the
effect of a turnover order in a situation where the broker had not
complied by delivering the funds to a judgment creditor. U.S.
District Judge John W. Darrah likened the order to a check not
paid before bankruptcy.  Because the property hadn't been turned
over, the retirement accounts remained property of the state.  The
bankrupt was thus entitled to use Section 522(f) of the Bankruptcy
Code to void the judicial lien and maintain the exempt status of
the account, Judge Darrah ruled.

The case is Entertainment Events Inc. v. Quade (In re Quade),
13-00124, U.S. District Court, Northern District of Illinois
(Chicago).


* Judicial Estoppel Doesn't Bar Undisclosed Lawsuit
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. District Judge Joan Humphrey Lefkow in Chicago ruled
on Sept. 26 that an individual bankrupt who hadn't disclosed the
existence of a race-discrimination lawsuit was nonetheless allowed
to continue the suit.  The case is Comein v. City Country Club
Hills, 11-5766, U.S. District Court, Northern District of Illinois
(Chicago).


* Canada Bankruptcies Increase 3.7% in July From June
-----------------------------------------------------
Michael Bathon at Bloomberg News reports that the Canadian
bankruptcy superintendent said that the country's bankruptcies
rose 3.7 percent in July from the previous month to 6,049.

According to the report, bankruptcies climbed 3 percent from a
year earlier, the superintendent said in a report Sept. 30 in
Ottawa.

The report notes that filings fell 2.5 percent in Ontario, about 8
percent in British Columbia and 22 percent in Alberta from the
same time a year prior.  Bankruptcies rose more than 15 percent in
Quebec, about 11 percent in Newfoundland and more than 25 percent
in New Brunswick, from the year-earlier period.


* Bankruptcy Court to Limp Along Initially, Chief Judge Says
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports bankruptcy courts will continue to operate for a "short
period of time" following a government shut down, according to
Chief U.S. Bankruptcy Judge Cecelia G. Morris for the Southern
District of New York, covering Manhattan and surrounding counties.

According to the report, federal courts can continue to operate in
a "quasinormal" status for perhaps 10 days, using revenue from
remaining court fees, Morris said in an interview.  Bankruptcy
judges and life-tenured federal district judges are deemed
"essential" and will be paid initially, she said.  If the shutdown
continues until the end of October, Judge Morris said the
Administrative Office of the U.S. Courts will request that the
Treasury Department deem federal judges and bankruptcy judges as
essential so they can continue to be paid, along with their staff
and certain office personnel.

The report notes that although judges may be paid in the short
run, the news isn't so good for court personnel who won't be paid.
The courts will make arrangement for U.S. Marshals to provide
security and personnel from the General Services Administration to
operate the courthouses, although they and court clerks won't be
paid unless they are deemed essential.  Judge Morris said that
even a threat not to pay court personnel reflects a "total lack of
respect for the bankruptcy clerks' offices and government
employees in general."

The report relates that bankruptcy court staff were responsible,
she said, for developing and maintaining the electronic case-
filing system used in all federal courts.  Fees from the
electronic filing system pay a significant portion of the entire
federal courts' budget for maintenance of the electronic system,
according to Judge Morris.  Other bankruptcy fees such as filing
fees and claim trading fees make up the bulk of the reserves held
by the judiciary, Judge Morris said.

The report discloses that when the federal government shut down in
the 1990s, personnel were paid retroactively.  There is no
assurance that will occur this time, Judge Morris said, because a
bill from Congress is required to pay non-essential employees.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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.

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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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